NON DISCLOSURE AGREEMENT (FORMERLY KNOWN AS ‘CONFIDENTIALITY AGREEMENT’)
This Agreement is entered into by the undersigned in consideration of the undersigned being permitted to perform services for Brand Fuel Ltd, a company incorporated under the laws of the United Kingdom, whose principal place of business is at LABs House, 15-19 Bloomsbury Way, London WC1A 2TH or for any subsidiary or affiliate of Brand Fuel Ltd (collectively called “Brandfuel”).
Existence of Agreement
The terms of this Agreement will prevail over any other terms and conditions issued by either party, whether attached to, referred to in, delivered with or contained in any correspondence, click-through agreement, purchase order or otherwise.
Appointment
Brandfuel and you have agreed to provide each other with information which they consider to be confi dential in nature (“Confi dential Information’) to enable you to provide services to BrandFuel (‘the Appointment’) and you agree to provide the Confi dential Information on the terms set out in this Agreement
Confidentiality
Confidential information
You acknowledge that during the Appointment you will have access to and will be entrusted with Confi dential Information and trade secrets relating to the business of Brandfuel or its clients, or third parties to whom Brandfuel owes a duty of confi dentiality. This includes but is not limited to information and secrets relating to:
a. Corporate and marketing strategy, business development and plans, sales reports and research results;
b. Business methods and processes, manuals and operating procedures, technical information and know-how and which are not in the public domain, including inventions, designs, programs, techniques, database systems, formulae and ideas;
c. Computer materials including source codes and data fi les;
d. Business contacts, lists of customers and suppliers and details of contracts with them and their current or future requirements;
e. Information on employees, including their particular skills and areas of expertise and their terms of employment;
f. Stock levels, sales, expenditure levels and pricing policies;
g. Budgets, management accounts, trading statements and other fi nancial reports;
h. Unpublished inside information relating to shares or other incentive arrangements; and
i. Any document marked “confi dential” or any information not in the public domain.
Duty not to disclose
You will not during the term of this Agreement (otherwise than in the proper performance of your duties and then only to those who need to know such information or secrets) or thereafter (except with Brandfuel’s prior written consent or as required by law):
a. Divulge or communicate any Confi dential Information to any person (including any representative of the press or broadcasting or other media);
b. Divulge or communicate any Confi dential Information through any social media platform;
c. Cause or facilitate any unauthorised disclosure through any failure by you to exercise all due care and diligence; or
d. Make use (other than for the benefi t of Brandfuel) of, any Confi dential Information or trade secrets relating to the business of the Brandfuel which may have come to your knowledge as part of this Agreement or in respect of which the Brandfuel may be bound by an obligation of confi dence to any third party.
You will also use all reasonable endeavours to prevent the publication or disclosure of any such information or secrets. These restrictions will not apply after the Agreement has terminated as regards to Confi dential Information which has become available to the public generally (otherwise than through unauthorised disclosure) but will continue to apply to all other such information.
Rights
All rights in the Confi dential Information are reserved by the party to which they belong and no rights or obligations other than those expressly set out in this Agreement are granted or to be implied from this Agreement. In particular no licence is granted directly or indirectly by this Agreement relating to any invention, discovery, patent, copyright or other industrial or intellectual property right not or in the future held, made, obtained or licensable.
Documents
All notes, memoranda, and other records (however stored) you make in providing the services or which relate to the business of Brandfuel will promptly be handed over to Brandfuel (or as Brandfuel directs) from time to time on request and at the end of the Appointment, without copies being kept by you or anyone on your behalf.
Miscellaneous
Variation
This Agreement cannot be amended or varied other than in writing between you and Brandfuel.
Assignment
Brandfuel may assign the terms of this Agreement to any third party. You warrant that you will not assign the benefi t of the terms of this Agreement without Brandfuel’s prior written consent.
Entire Agreement
This Agreement constitutes the entire terms and conditions of the Agreement and may only be modifi ed or otherwise amended by written agreement of the parties.
Governing law and jurisdiction
The Agreement shall be governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any dispute which may arise under or in connection with this Agreement or the legal relationships established by this Agreement.
