MUTUAL CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made between
Glyndŵr University whose administrative offices are at Plas Coch, Mold Road, Wrexham, UK LL11 2AW (“the University”);
And
(“ “)
Together known as “the Parties”
WHEREAS:
A.The Parties, for their mutual benefit, may have exchanged and wish to exchange certain information in order that each of them may evaluate such information in order to determine their respective interests in establishing a business relationship between them (“the purpose”).
or
A.The Parties, for their mutual benefit, may have exchanged and wish to exchange certain information in connection with[ insert brief description of technology ][developed by the University] in order to determine their respective interests in establishing a business relationship between them (“the Purpose”).
[delete one “A” above as appropriate]
B.The Parties now wish to define their rights in respect of the said information and wish to protect the confidentiality thereof.
NOW IT IS AGREED BETWEEN THE PARTIES as follows:
1.Definitions
In this Agreement the following words shall have the following meanings unless inconsistent with the context:
1.1“Agreement” means this Agreement concluded between the Parties
1.2“Confidential Information” means any and all information disclosed by the Discloser to the Recipient in an oral, written or other tangible form. This information includes but is not limited to data; specifications; drawings; designs; formulae; know how; computer programmes or other software; commercial, financial or propriety material; industrial and/or intellectual property. Where such information is disclosed in oral, visual or machine-readable form, it should be brieflyidentified and described in writing within thirty (30) days from its being disclosed.
1.3“Discloser” means the University or the Company as the context may require.
1.4“Party” means the University or the Company, as the context may require, and references to “Parties” shall mean both of them.
1.5“Recipient” means the University or the Companyas the context may require.
2.Headings
The headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.
3.Confidentiality
3.1The Parties acknowledge that each will receive from the other information and/or material of a confidential nature. Unless information or material is specifically identified as being non-confidential, all information and material transmitted between the Parties shall be treated as Confidential Information.
3.2In consideration of the mutual disclosure of the information, each Party undertakes:
3.2.1not to copy or cause copies to be made of such information other than in connection with the Purpose;
3.2.2not to disclose such information to any of its officers, employees, consultants, agents, representatives, contractors and advisers (“Personnel”) who do not need to receive such information for the Purpose;
3.2.3to ensure that any of its Personnel to whom such information is disclosed are aware of and effectively bound by the provisions of this Agreement;
3.2.4not to disclose such information to any person other that its Personnel who is not a party to this Agreement (a “Third Party”) without the prior written consent of the disclosing Party;
3.2.5to ensure that any Third Party to whom such information is to be disclosed first effectively agrees to be bound by the provisions of this Agreement;
3.2.6not to use or allow the use of such information other than in connection with the Purpose (unless and to the extent that the disclosing Party gives prior written consent to any other use);
3.2.7to comply with any reasonable request of the disclosing Party to return or dispose of such information and any copies thereof in its possession, custody or control within a reasonable time of such request;
3.2.8not to disclose to any Third Party the existence, nature or details of the discussions relating to the Purpose without prior written consent, except for routine reporting of business activities to directors, officers and shareholders.
3.2.10not to file patent applications or similar protection for inventions solely arising from the Confidential Information without the prior written consent of the Discloser and not to file any such application in respect of, or which discloses in whole or in part, the Discloser's Confidential Information without the prior written consent of the latter;
4.Exceptions
4.1The undertakings contained in clause 3 shall not apply to any Confidential Information which the Recipient can show to the reasonable satisfaction of the Discloser:
4.1.1was lawfully obtained free of any duty of confidentiality otherwise than directly or indirectly from the Discloser;
4.1.2was already in the Recipient’s possession prior to the date of disclosure by the Discloser to the Recipient (which the Recipient can show from written records);
4.1.3is in, or subsequently enters the public domain (other than as a result of any breach of the terms of this Agreement);
4.1.4is required to be disclosed by law but only to the extent as is required for that purpose;
4.1.5is approved for release from the provisions of this Agreement by written authorisation from the Discloser.
5.Commencement, Modification and Termination
5.1This Agreement shall become effective as soon as it is signed by both Parties and shall include any Confidential Information disclosed by the Discloser prior to the date hereof.
5.2This Agreement shall remain in effect for a period of three (3) years from the effective date.
5.3Any agreement to change the terms of this Agreement in any way shall be valid only if the change is made in writing and approved by mutual agreement of authorised representatives of the Parties.
5.4The Recipient’s obligations detailed in clause 3 above shall survive the termination of the Agreement.
6.Relationships
6.1This Agreement does not make either Party the employee, agent, partner or legal representative of the other Party for any purpose whatsoever.
6.2Neither Party is granted any right nor authority to assume or create any obligation or responsibility, expressed or implied, on behalf of, or in the name of, the other Party and neither shall be bound by the acts or conduct of the other.
6.3The Parties agree that the disclosure and provision of Confidential Information under this Agreement shall not be construed as granting to the receiving Party any rights whatsoever, express or implied, by licence or otherwise in respect of the matters, inventions or discoveries, patents, copyright, trademarks, trade-secret rights, or other intellectual property rights to which the Confidential Information pertains.
6.4The intellectual property rights in all Confidential Information disclosed pursuant to this Agreement shall, subject to any rights of third parties, be owned by the disclosing Party.
6.5Nothing in this Agreement shall be construed as constituting a representation or warranty in relation to the accuracy, completeness or suitability of any Confidential Information.
7.Assignment
This Agreement is personal to the Parties and shall not be assigned or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party, which will not be unreasonably withheld and which consent may be conditional upon and subject to such terms and conditions as they may consider fit to impose. Either Party may assign the benefit or delegate the burden of this Agreement (including all or any part of the benefit, interest or right which arises under or out of this Agreement) but shall remain liable itself on this Agreement and the assignee shall from the date of the assignment be treated as the University or the Company(as the case may be) under this Agreement.
8.Dispute Resolution and Governing Law
8.1Any dispute between the Parties shall be referred to the Parties’ respective representatives for resolution in the first instance except that nothing in this Agreement shall prevent either Party from taking appropriate injunctive action.
8.1This agreement shall be governed by and interpreted in accordance with the law of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
9.Severability
9.1If any provision of this Agreement shall be held to be invalid or unenforceable by a judgement or decision of any court of competent jurisdiction or any authority whose decisions shall have the force of law binding on the Parties, the same shall be severed from the remainder of this Agreement which shall remain valid and enforceable to the fullest extent permitted by law.
9.2In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Agreement, the Parties shall immediately commence good faith negotiations to remedy such invalidity.
10.Waiver
10.1The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy, or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
10.2Except where this Agreement provides otherwise the rights and remedies contained in this Agreement are cumulative and not exclusive of rights or remedies provided by the law.
11.Entire Agreement
11.1This Agreement constitutes the entire agreement and understanding between the Parties and supersedes all prior communications, drafts, statements, representations, warranties, stipulations, undertakings and agreements of whatsoever nature, whether oral or written, between the Parties in connection with the disclosure of Confidential Information.
11.2For the avoidance of doubt, nothing in this Agreement restricts the liability of either Party for fraud.
12.Contracts(RightsOfThirdParties) Act1999
The Parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999.
13.Freedom of Information
13.1The Parties acknowledge that they are or may be subject to requirements under the Freedom of Information Act 2000 (as amended from time to time) and shall assist and cooperate with the Party receiving a FOIA request (“Receiving Party”) to enable them to comply with any Information disclosure requirements.
13.2Where the Receiving Party receives a request to disclose any Information that, under this Agreement, is a Party’s Confidential Information, it will notify such Party and will consult with them. The Party shall respond to the Receiving Party within five (5) working days after receiving the Receiving Party’s notice of the request. In the event that the Party fails to respond within the requisite period, the Receiving Party reserves the right to disclose any such Information it deems appropriate.
13.3The Receiving Party shall be responsible for determining at its absolute discretion whether the Information is:-
13.3.1exempt from disclosure in accordance with the FOIA;
13.3.2to be disclosed in response to a request for information under the FOIA and in no event shall the Party respond directly to a request for information unless expressly authorised to do so by the Receiving Party;
13.4The Parties acknowledge that the Receiving Party may be obliged under the FOIA to disclose Information following consultation with the Parties and having taken its views into account.
In witness whereof this Agreement is executed by the duly authorised representatives of both Parties:
Signed for and on behalf ofGlyndŵr University / Signed for and on behalf of
Authorised Signatory:
------/ Authorised Signatory:
------
Print: / Print:
Position: / Position:
Date: / Date:
Confid(mutual) 2016 GU.doc