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(a) Nothing in this Agreement shall be construed as granting or conferring any rights, interests or intellectual property rights by assignment, license or otherwise, relating to any Confidential Information in or for any intellectual property, invention, discovery or improvement or derivative made, conceived or acquired prior or subsequent to the Effective Date.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

The term “Confidential Information” means any and all tangible and intangible information disclosed to Receiver in oral, written, graphic, recorded, photographic, any machine-readable or in any other medium or form relating to the intellectual property, management, operations, products, inventions, suppliers, customers, financials of VIDAR or any present or contemplated project, contract or relationship between VIDAR and Receiver, including without limitation, any and all plans, Intellectual Property (defined below), know-how, computer programs, software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, compilations of information, designs, drawings, schematics, analyses, evaluations, formulations, ingredients, samples, processes, machines, prototypes, mock-ups, product performance data, proposals, job notes, reports, records, specifications, manuals, supplier and customer lists and information, licenses, the prices it obtains or has obtained for the licensing of its software products and services, purchase and sales records, marketing information or any other information concerning the business and goodwill of VIDAR and any information which is identified as being of a confidential or proprietary nature or should be considered confidential under the circumstances.

Confidential Information shall only include technical information.

0contradiction

The term “Confidential Information” means any and all tangible and intangible information disclosed to Receiver in oral, written, graphic, recorded, photographic, any machine-readable or in any other medium or form relating to the intellectual property, management, operations, products, inventions, suppliers, customers, financials of VIDAR or any present or contemplated project, contract or relationship between VIDAR and Receiver, including without limitation, any and all plans, Intellectual Property (defined below), know-how, computer programs, software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, compilations of information, designs, drawings, schematics, analyses, evaluations, formulations, ingredients, samples, processes, machines, prototypes, mock-ups, product performance data, proposals, job notes, reports, records, specifications, manuals, supplier and customer lists and information, licenses, the prices it obtains or has obtained for the licensing of its software products and services, purchase and sales records, marketing information or any other information concerning the business and goodwill of VIDAR and any information which is identified as being of a confidential or proprietary nature or should be considered confidential under the circumstances.

All Confidential Information shall be expressly identified by the Disclosing Party.

0contradiction

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Some obligations of Agreement may survive termination of Agreement.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

The term “Confidential Information” means any and all tangible and intangible information disclosed to Receiver in oral, written, graphic, recorded, photographic, any machine-readable or in any other medium or form relating to the intellectual property, management, operations, products, inventions, suppliers, customers, financials of VIDAR or any present or contemplated project, contract or relationship between VIDAR and Receiver, including without limitation, any and all plans, Intellectual Property (defined below), know-how, computer programs, software (source and object code), algorithms, computer processing systems, techniques, methodologies, formulae, compilations of information, designs, drawings, schematics, analyses, evaluations, formulations, ingredients, samples, processes, machines, prototypes, mock-ups, product performance data, proposals, job notes, reports, records, specifications, manuals, supplier and customer lists and information, licenses, the prices it obtains or has obtained for the licensing of its software products and services, purchase and sales records, marketing information or any other information concerning the business and goodwill of VIDAR and any information which is identified as being of a confidential or proprietary nature or should be considered confidential under the circumstances.

Confidential Information may include verbally conveyed information.

1entailment

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver;

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Receiver shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information only for the purposes as expressly directed by VIDAR; and

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

1. Disclosure: Recipient agrees not to disclose and the Discloser agrees to let the Recipient have the access to the Confidential Information as identified and reduced in writing or provided verbally or in any other way not reduced in writing at the time of such disclosure of the information.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Agreement shall not grant Receiving Party any right to Confidential Information.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means.

Confidential Information shall only include technical information.

0contradiction

Receiver shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information only for the purposes as expressly directed by VIDAR; and

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

I fully understand and agree that all information relating to any client of The Business Partnership and supplied to me will be kept strictly confidential. I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means. I agree that in respect of the Confidential Information received from The Business Partnership I will: Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties I further acknowledge that all documents and other material things embodying any of the Confidential Information which is received under this agreement shall remain the property of the supplying party (or other owner thereof) and I shall hold them as bailee for the supplying party, exercising reasonable care to keep them safe from access by unauthorised persons, and shall return them to the supplying party within one week of a written request from the supplying party. I will not attempt to contact the employees, customers, creditors, suppliers or landlords of any client of The Business Partnership at any time. I will not use the confidential information to seek to obtain any commercial advantage over any client of The Business Partnership. I acknowledge that this Agreement shall remain in force in perpetuity.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party may independently develop information similar to Confidential Information.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

I acknowledge that The Business Partnership has provided, and/or has agreed to provide in the future, to me information of a confidential or proprietary nature (the Confidential Information) Confidential Information shall mean any information or data relating to any clients of The Business Partnership business or affairs disclosed whether in writing, orally or by any other means.

Confidential Information may include verbally conveyed information.

1entailment

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

2neutral

I agree that in respect of the Confidential Information received from The Business Partnership I will: Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver; (e) is disclosed to a third party by VIDAR without restrictions against non-disclosure similar to those contained in this Agreement; (f) is disclosed pursuant to the order or requirement of a court; administrative agency, or other government body, provided Receiver takes all reasonable steps to keep the Confidential Information from becoming part of public records; or (g) is hereafter independently developed by Receiver without the aid, application or use of any Confidential Information;

Receiving Party may acquire information similar to Confidential Information from a third party.

2neutral

Receiver may disclose Confidential Information if the same: (a) was generally available at the time it was disclosed other than as a result of a disclosure made by Receiver; (b) was known to the Receiver at the time it received such information, as evidenced by contemporaneous documentation in Receiver’s files; (c) is disclosed with the prior written approval of VIDAR; (d) becomes known to Receiver on a non-confidential basis from a source other than VIDAR without breach of this Agreement by Receiver;

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

2neutral

Treat it as confidential and make no copies thereof not disclose it to any third party without the prior written consent of The Business Partnership and use it solely for the purpose as agreed between parties

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

6.2. Nothing in this Agreement shall be interpreted as a grant, by the Disclosing Party, of any license, title, interest or proprietary right to the Receiving Party in the Disclosing Party’s Confidential Information or its products embodying the same.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; b) the terms of this Agreement; c) all confidential or proprietary information relating to: the business, affairs, customers, clients, suppliers, plans, business opportunities, finances, pricing, operations, processes, product information, techniques, know-how, technical information, design, trade secrets and findings or analysis derived from Confidential Information, whether in tangible or intangible form.

Confidential Information shall only include technical information.

0contradiction

Receiver shall: (i) hold the Confidential Information in strict confidence; (ii) use the Confidential Information only for the purposes as expressly directed by VIDAR; and

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

2.2. Confidential Information does not include information which: a) which is or subsequently becomes public knowledge or publicly available through no fault of the Receiving Party; or b) which is known by the Receiving Party prior to the time of receipt, as evidenced by its written records; or c) which is lawfully obtained by the Receiving Party from a third party and is not subject to a similar restriction on disclosure; d) which is independently developed by Receiving Party; or

Receiving Party may independently develop information similar to Confidential Information.

1entailment

5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

1entailment

2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations; b) the terms of this Agreement; c) all confidential or proprietary information relating to: the business, affairs, customers, clients, suppliers, plans, business opportunities, finances, pricing, operations, processes, product information, techniques, know-how, technical information, design, trade secrets and findings or analysis derived from Confidential Information, whether in tangible or intangible form.

Confidential Information may include verbally conveyed information.

1entailment

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

An employee, director, officer, manager, member, partner, affiliate, associate, agent, attorney, accountant, consultant, banker, business adviser, financial adviser, scientific adviser or technical adviser of Receiver may become a party to this Agreement by signing a counterpart hereof, a copy of which shall be provided to VIDAR within five days of signature.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

4.1. Notwithstanding clause 3.1 of this Agreement, the Receiving Party may disclose the Confidential Information: a) to its and its Affiliate’s Representatives, provided always that the Receiving Party procures that such Representatives shall comply with the confidentiality obligations as set out in clause 3 of this Agreement, and the Receiving Party agrees to be liable for the actions or omissions of such Representatives in relation to the Confidential Information as if they were the actions or omissions of the Receiving Party; and b) as may be required by an order of any court of competent jurisdiction or governmental body in which case the Receiving Party shall, to the extent permitted by law, use reasonable endeavours to provide the Disclosing Party with prompt written notice of any such requirement prior to any disclosure so that the Disclosing Party may seek a protection order or other appropriate remedy.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

2.2. Confidential Information does not include information which: a) which is or subsequently becomes public knowledge or publicly available through no fault of the Receiving Party; or b) which is known by the Receiving Party prior to the time of receipt, as evidenced by its written records; or c) which is lawfully obtained by the Receiving Party from a third party and is not subject to a similar restriction on disclosure;

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

3.1. In consideration of the Disclosing Party disclosing Confidential Information to the Receiving Party, the Receiving Party undertakes that it shall: a) keep the Confidential Information secret and confidential, using at least the same degree of care as its uses to protect its own confidential information but no less than a reasonable degree of care; b) not use or exploit the Confidential Information in any way except for the Purpose;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

The Receiving Party shall under no circumstances obtain any right in the Disclosing Party's patents, trademark or know-how by reason of the NDA.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

2.1. Confidential Information means all confidential information relating to the Purpose which the Disclosing Party or any of its Affiliates, discloses or makes available, to the Receiving Party or any of its Affiliates, before, on or after the Effective Date. This includes: a) the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

Confidential Information - information of whatever kind and in whatever form contained (and includes in particular but without prejudice to the generality of the foregoing, documents, drawings, computerized information, films, tapes, specifications, designs, models, equipment or data of any kind) which is clearly identified by the Disclosing Party as confidential by an appropriate legend or if orally disclosed then upon disclosure or within 30 days of such oral disclosure identified in writing by the Disclosing Party as confidential.

Confidential Information shall only include technical information.

1entailment

Confidential Information - information of whatever kind and in whatever form contained (and includes in particular but without prejudice to the generality of the foregoing, documents, drawings, computerized information, films, tapes, specifications, designs, models, equipment or data of any kind) which is clearly identified by the Disclosing Party as confidential by an appropriate legend or if orally disclosed then upon disclosure or within 30 days of such oral disclosure identified in writing by the Disclosing Party as confidential.

All Confidential Information shall be expressly identified by the Disclosing Party.

1entailment

The obligations under the NDA do not apply to information of the Disclosing Party which is: a) at the time of disclosure or thereafter available to the public generally through no failure on the part of the Receiving Party; b) known to the Receiving Party at the time of its disclosure; c) disclosed to the Receiving Party by a third party having the right to disclose Confidential Information and without restrictions as to use or disclosure; or d) developed independently by the Receiving Party without use of or reference to the Confidential Information received.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

Confidential Information - information of whatever kind and in whatever form contained (and includes in particular but without prejudice to the generality of the foregoing, documents, drawings, computerized information, films, tapes, specifications, designs, models, equipment or data of any kind) which is clearly identified by the Disclosing Party as confidential by an appropriate legend or if orally disclosed then upon disclosure or within 30 days of such oral disclosure identified in writing by the Disclosing Party as confidential.

Confidential Information may include verbally conveyed information.

1entailment

5.1. Upon the Disclosing Party’s written request, the Receiving Party shall (as requested by the Disclosing Party) either return to the Disclosing Party or destroy (provided that any such destruction shall be confirmed in writing by the Receiving Party) all Confidential Information of the Disclosing Party including all copies, reproductions, notes, extracts and summaries which include, reflect, incorporate or otherwise contain the Disclosing Party’s Confidential Information whether in tangible form or otherwise, such as electronic mail or computer files. 5.2. Clause 5.1 of this Agreement shall not apply to: a) Confidential Information held electronically in archive or back-up systems which are not otherwise reasonably retrievable by the Representatives of the Receiving Party or its Affiliates; or b) Copies of Confidential Information which must be retained by the Receiving Party pursuant to applicable law. 5.3. The provisions of this Agreement shall continue to apply to any documents and materials retained by the Receiving Party pursuant to clause 5.2 of this Agreement.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes; c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA;

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes; c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA; d) that it shall not copy or reproduce in any form any of the Confidential Information disclosed to it by the Disclosing Party, except to the extent necessary for the LOA purposes; and

Receiving Party may create a copy of some Confidential Information in some circumstances.

1entailment

The Receiving Party shall notify the Disclosing Party immediately if it becomes aware that Confidential Information has been disclosed to or is in the possession of any person who is not authorized by the NDA to receive Confidential Information.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The obligations under the NDA do not apply to information of the Disclosing Party which is: a) at the time of disclosure or thereafter available to the public generally through no failure on the part of the Receiving Party; b) known to the Receiving Party at the time of its disclosure; c) disclosed to the Receiving Party by a third party having the right to disclose Confidential Information and without restrictions as to use or disclosure; or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes; c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA;

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes;

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The Receiving Party shall notify the Disclosing Party immediately if it becomes aware that Confidential Information has been disclosed to or is in the possession of any person who is not authorized by the NDA to receive Confidential Information.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

5.3.2. The disclosure of Confidential Information to Recipient or its Representatives shall not give Recipient or its Representatives any licence or other rights in relation to that Confidential Information beyond the rights contained in this Agreement.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

3.5. "Confidential information" means any information of whatever form relating to the Project or Discloser or any of its Affiliates or Clients, supplied or made available by Discloser or on its behalf to recipient or Recipient Representatives, copies of any such information regardless of whether such information is identified as confidential or not; and information regarding: 3.5.1. The existence of the Project; 3.5.2. The identity of the Discloser and the willingness of the Discloser to enter into discussions and/or negotiations regarding the Project; 3.5.3. Any information including those parts of analyses, compilations, studies and other documents which contain, reflect or are derived from such information referred to in this Clause 3.4 or discussions and negotiations relating to the project.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

7.3.1. The obligations of confidentiality, non-disclosure and non-use set forth in this Confidentiality Agreement shall survive the termination or expiration of this Confidentiality Agreement (i) with respect to any Confidential Information that constitutes a trade secret under applicable law, for so long as such item shall continue to constitute a trade secret under applicable law, and

Confidential Information shall only include technical information.

0contradiction

3.5. "Confidential information" means any information of whatever form relating to the Project or Discloser or any of its Affiliates or Clients, supplied or made available by Discloser or on its behalf to recipient or Recipient Representatives, copies of any such information regardless of whether such information is identified as confidential or not; and information regarding:

All Confidential Information shall be expressly identified by the Disclosing Party.

0contradiction

7.3.1. The obligations of confidentiality, non-disclosure and non-use set forth in this Confidentiality Agreement shall survive the termination or expiration of this Confidentiality Agreement

Some obligations of Agreement may survive termination of Agreement.

1entailment

The obligations under the NDA do not apply to information of the Disclosing Party which is: a) at the time of disclosure or thereafter available to the public generally through no failure on the part of the Receiving Party; b) known to the Receiving Party at the time of its disclosure; c) disclosed to the Receiving Party by a third party having the right to disclose Confidential Information and without restrictions as to use or disclosure; or

Receiving Party may independently develop information similar to Confidential Information.

2neutral

8.1.2. Clause 8.1 shall not apply to Confidential Information which i) must be stored by Recipient according to provisions of mandatory law or ii) was made as a matter of routine backup provided that such Confidential Information and copies thereof shall be subject to an indefinite confidential obligation according to the terms and conditions set forth herein until returned and/or destroyed, as the case may be. 9. OTHER PROVISIONS

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

1entailment

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes; c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA;

Confidential Information may include verbally conveyed information.

2neutral

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes;

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

Subject to the terms of the NDA the Receiving Party hereby undertakes to the Disclosing Party: a) that it shall treat the Confidential Information directly or indirectly disclosed to it by the Disclosing Party as strictly confidential and will not without obtaining the prior written consent of the Disclosing Party disclose any part of the Confidential Information to any third party, except where compelled by law or regulation; b) that it shall not make use of any part of the Confidential Information disclosed to it by the Disclosing Party, except for LOA purposes; c) that it shall give access to the Confidential Information only,to those of its employees who need access to the Confidential Information for LOA purposes and will ensure that such employees adhere to the obligations and restrictions contained in the NDA; d) that it shall not copy or reproduce in any form any of the Confidential Information disclosed to it by the Disclosing Party, except to the extent necessary for the LOA purposes; and

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

5.2. The obligations in Clause 5.1 shall not apply for Confidential Information that: 5.2.1. was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of: a) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or b) a breach by a third party of any other obligation or duty of confidentiality or non-disclosure relating to that information that Recipient is or ought to be aware of; 5.2.2. was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use; 5.2.3. is otherwise agreed in writing by Discloser to no longer being confidential and/or restricted; or 5.2.4. is required to be disclosed by law, regulation or any competent governmental, judicial or regulatory authority, or by a recognized stock exchange, or in response to a request from a regulatory body with a supervisory role over Recipient or any of its Affiliates, in which case Recipient will (or, if Recipient's Representative is subject to the disclosure obligation, Recipient will procure that such Representative will), in each case to the extent permitted by law, regulation or the relevant authority: a) inform Discloser of the circumstances of the disclosure and the information that will be disclosed as soon as reasonably practicable;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

5.2. The obligations in Clause 5.1 shall not apply for Confidential Information that: 5.2.1. was, at the time of its disclosure, in the public domain or which, after Discloser's disclosure, comes into the public domain, unless it is in the public domain as a result of: a) a breach by Recipient of its obligations contained in this Agreement (or by any person to whom disclosure of information is made as permitted under this Agreement); or b) a breach by a third party of any other obligation or duty of confidentiality or non-disclosure relating to that information that Recipient is or ought to be aware of; 5.2.2. was or becomes available to Recipient on a non-confidential basis provided that the source is not known to Recipient to be bound by a confidentiality agreement and is not otherwise in breach of any obligation of confidentiality or restricted use;

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project;

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

5.1 Save as otherwise permitted herein, a Receiving Party shall not, and shall procure that its Personnel do not, at any time without the Disclosing Party’s prior written consent: (a) disclose the Confidential Information to any third party, either directly or indirectly; or (b) disclose to any person: - (i) the fact that discussions or negotiations are taking place between the Parties;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

Confidential Information means:- (a) information relating to the Disclosing Party regarding its business, partners, customers or financial affairs (including details relating to any software the copyright in respect of which is vested in the Disclosing Party) which is obtained by the Receiving Party, either before or after this undertaking is entered into and either in writing or orally from or pursuant to the discussions with the Personnel of the Disclosing Party; (b) those portions of analyses, compilations, studies, reports and other documents prepared by the Disclosing Party which contain or otherwise reflect or are generated from any such information as is specified in paragraph (a) above; (c) information of a commercially sensitive nature relating to the Disclosing Party obtained by observation during any visits to the Disclosing Party’s premises but subject always to the proviso set out in clause.

Confidential Information shall only include technical information.

0contradiction

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information.

Some obligations of Agreement may survive termination of Agreement.

1entailment

7.1 These terms and conditions will not apply to any Confidential Information which: (a) is in or becomes part of the public domain or is or otherwise becomes public knowledge by any means other than by breach by a Receiving Party or their Personnel of any obligation contained herein; (b) was previously or is at any time hereafter disclosed to a Receiving Party by any third Party having the right to disclose the same provided that such source is not known to the Receiving Party to be bound by a confidentiality agreement with, or other obligation to secrecy to, the Disclosing Party; (c) is released from the provisions of this undertaking by prior written consent given by a director or authorised representative of the Disclosing Party; or (d) was otherwise independently acquired or developed by the Receiving Party without violating its obligations hereunder.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

Confidential Information means:- (a) information relating to the Disclosing Party regarding its business, partners, customers or financial affairs (including details relating to any software the copyright in respect of which is vested in the Disclosing Party) which is obtained by the Receiving Party, either before or after this undertaking is entered into and either in writing or orally from or pursuant to the discussions with the Personnel of the Disclosing Party;

Confidential Information may include verbally conveyed information.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Personnel means any and all staff, employees, directors, officers and professional advisors of a Party Purpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A) Receiving Party means the Party who is in receipt of Confidential Information 2 The Commitment 2.1 In consideration of each Party agreeing to supply the other Party with Confidential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

7.1 These terms and conditions will not apply to any Confidential Information which: (a) is in or becomes part of the public domain or is or otherwise becomes public knowledge by any means other than by breach by a Receiving Party or their Personnel of any obligation contained herein; (b) was previously or is at any time hereafter disclosed to a Receiving Party by any third Party having the right to disclose the same provided that such source is not known to the Receiving Party to be bound by a confidentiality agreement with, or other obligation to secrecy to, the Disclosing Party; (c) is released from the provisions of this undertaking by prior written consent given by a director or authorised representative of the Disclosing Party; or (d) was otherwise independently acquired or developed by the Receiving Party without violating its obligations hereunder.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Personnel means any and all staff, employees, directors, officers and professional advisors of a Party Purpose means any and all discussions and negotiations relating to a potential agreement between the Parties hereto as more particularly set out in Recital (A) Receiving Party means the Party who is in receipt of Confidential Information 2 The Commitment 2.1 In consideration of each Party agreeing to supply the other Party with Confidential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained. 2.2 The disclosure of Confidential Information by the Disclosing Party to the Receiving Party shall in no way be construed to imply any transfer of rights connected with the Confidential Information including, without limitation, any trade marks or business secrets. 2.3 A Receiving Party’s obligations in respect of Confidential Information made available by the Disclosing Party pursuant to this Agreement shall continue notwithstanding the termination of the Purpose. 3 Safekeeping 3.1 A Receiving Party shall treat and safeguard as private and confidential all of the Confidential Information and will take all reasonable precautions in dealing with any Confidential Information so as to prevent any third party from having access to the Confidential Information. 4 Limited internal dissemination 4.1 A Receiving Party shall only disclose or reveal any Confidential Information disclosed to it to those of its Personnel who are required in the course of their duties to receive and consider the same in so far as is necessary to fulfil the Purpose.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

In consideration of each Party agreeing to supply the other Party with Confidential Information for the Purpose, and in consideration of the mutual undertakings set out herein the Parties each hereby separately agree and irrevocably undertake to each other that they will only use Confidential Information for the Purpose and otherwise to act in accordance with the terms and conditions hereinafter contained.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

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3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

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The Information, relating to the other party, shall remain the property of such other party (as Disclosing Party) and its disclosure shall not confer on the other party (as Receiving Party) any rights.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

3.8. "Representatives" means, in relation to a Party to the extent involved in the Project, (a) its Affiliates; (b) its contractors / suppliers of any tier and (c) all of the aforementioned entities' employees, directors, senior executives, professional advisors and consultants. 4. BACKGROUND 4.1. The Parties intend to engage in a Project/Projects where the Discloser will facilitate consultation(s) (in-person or remote, e.g. via telephone conference) between its Client and the Recipient ("Subject-matter expert consultations"). The Parties will as part of the Project disclose to each other certain non-public Confidential Information, subject to the terms and conditions set out in this Agreement, which both Parties hereby accept. 5. CONFIDENTIALITY AND RESTRICTED USE 5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project; 5.1.3. not copy or reproduce (or permit to be copied or reproduced) any Confidential Information, or directly or indirectly disclose or distribute any of it to any person other than those of its Representatives who are strictly required to perform Recipient's work in relation to the Project.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

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5.1. Recipient shall: 5.1.1. hold Confidential Information in confidence and protect it by using at least the same degree of care, but no less than a reasonable degree of care, as Recipient uses to safeguard its own confidential or proprietary information of a like nature from unauthorized use, disclosure or dissemination; 5.1.2. use Confidential Information only for the Project;

Confidential Information shall only include technical information.

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