IN CONSIDERATION of Customer providing to Stream access to and copies of Proprietary Information relating to its business, Stream undertakes to Customer in the following terms:
For the purposes of this Agreement the following words shall, save as otherwise expressly provided, have the following meanings:
- 'Customer' means Customer Ltd whose registered office is at Address
- 'Stream' means Stream Environmental whose registered office is at 100-102 Headstone Road, Harrow, Middlesex, HA1 1PF
- 'Proprietary Information' means information contained in or obtained from Customer?s systems including but not limited to documents, drawings, models, photographs and sketches.
- to maintain in strict confidence and secrecy and with the same degree of care that Stream uses to maintain its own proprietary information all Proprietary Information of Customer that it receives.
- not to disclose or publish such Proprietary Information directly or indirectly to any other person firm or corporation and Stream further agrees to disclose the Proprietary Information only to those of their employees to whom it is necessary to disclose the same (and to require all such employees to be bound by equivalent undertakings to observe these terms).
Stream will procure that any of their subsidiary or associated companies to whom any of the Proprietary Information is disclosed shall be subject to the same duty of care in respect of such Proprietary Information.
Stream will take all reasonable steps to ensure that all employees to whom it discloses information under sub-clause A hereof keep the knowledge imparted to them secret and confidential and in the event of any failure on the part of any employee so to do shall take all reasonable steps or such action as Customer may reasonably require to rectify or to ensure the rectification of such failure so far as such failure is capable of rectification.
Nothing contained herein shall be construed to impose a confidentiality obligation in respect of:
- Any matter appearing in public literature or otherwise within the public domain unless the entry of information in the public domain is as a result of a breach of any of the conditions contained herein or in any other agreement made between Stream and Customer by one of the parties hereto; or
- Any information or knowledge possessed by the party prior to disclosure to it by the other or rightfully acquired from sources other than the other party; or
- Any information or knowledge acquired in a bona fide arm's length transaction by the party making the disclosure.
Oral communications identified at the time of disclosure as Proprietary Information shall be protected according to the terms here of provided that the disclosing party confirms in writing to the receiving party the proprietary nature of the said communication within 7 calendar days
All Proprietary Information delivered by one party to the other pursuant to the agreement shall be and remain the property of Customer and all written data and any copies thereof shall be promptly returned upon written request, or destroyed at Customer?s option at any time before or after the termination of this Undertaking for any reason.
Stream shall indemnify and keep Customer harmless in respect of any reasonable and proportionate losses costs claims demands and expenses arising as a result of a material breach by Stream or its employees or a subsidiary or associated company of any of the provisions of this Agreement, subject to section 5
It is understood by Stream that the proprietary Information may relate to matters that are speculative, under development or planned. Customer makes no warranties regarding the accuracy of information. Customer accepts no responsibility for any expenses, losses or action incurred or undertaken by Stream as a result of the receipt of this information.
The liability of Stream under this Agreement for loss or damage including consequential or indirect loss or damage to Customer shall in no circumstances whatsoever exceed the total of any payments made by Customer hereunder during the three years immediately prior to notification of any claim whether such liability arises i) in contract or ii) in tort or iii) for negligence or iv) for misrepresentation.
This Agreement shall take effect as from the date and shall continue for a period of 365 days unless terminated earlier by Customer giving Stream not less than 14 days notice.
Termination of this Agreement shall not relieve Stream from its continuing obligations under this Agreement to protect, safeguard and preserve Proprietary Information disclosed hereunder, which shall survive and continue in full force and effect.
This Agreement contains the entire understanding relative to the protection of Customer?s? Proprietary Information and supersedes all prior collateral communications, reports and undertakings between Customer and Stream and/or a subsidiary or associated company of Stream.
Should any provision of this Agreement be determined to be unenforceable or prohibited by any applicable law or treaty, this Agreement shall be considered severable as to such provision, which shall then be inoperative, but the remaining provisions shall be valid and binding.
Any notice to be given hereunder shall be in writing and shall be delivered or sent by post and copy by email to the relevant party at its registered or principal office and shall be deemed to have been given in the case of a notice which is delivered by hand when it is deposited at the appropriate address in the case of a notice sent by post forty-eight hours after the date on which a first class registered letter including such notice is posted.
This Agreement shall be governed and construed and interpreted according to the Law of England and Wales and both Customer and Stream shall submit to the jurisdiction of the English Court.
Stream Environmental 100-102 Headstone Road, Harrow, Middx HA1 1PF United Kingdom