please sign and return by post, fax, email, along with some form of Photo ID (driving licence, passport etc) :
CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on _____________________________________________
Between:
OTHELLO TECHNOLOGY SYSTEMS LTD whose registered office is at
Number One Poultry, London. EC2R 8JR United Kingdom.
registered in England No. 03894981 (“Othello”)
and
__________________________________________ whose registered office is at
____________________________________________________________________
registered in ________________ Reference ____________________ (“the Company”)
Recitals:
(A) Othello and the Company wish to discuss and evaluate the takeover and integration of the Company into the Othello brands including the provision of hosting, registrations and email/web services by Othello to the end users (“the Discussions”).
The Discussions will necessitate the disclosure of information concerning the business and affairs of the Company.
(B) Othello and the Company require such disclosures to be treated as made "in confidence" and to be protected in accordance with the terms of this Agreement, and each party agrees that it will take all reasonable steps to protect the secrecy of any confidential information and prevent it falling into the public domain or the posession of other person.
In consideration of the disclosure of such information, it is agreed as follows:
1. Information disclosed under this Agreement will include, but not be limited to, commercial, financial, technical, operational or other information in whatever form (including, without limitation, information disclosed orally) which concerns the business or affairs of the Company (including any information acquired by Othello from another party, which includes without limitation, its suppliers, customers or subcontractors) and is designated as "confidential" or is of a confidential nature, including any such information disclosed prior to the date of this Agreement in relation to the subject matter of the Discussions (“Confidential Information”).
2. Othello will, in relation to any Confidential Information disclosed to it:
2.1 keep such information in confidence and only disclose it in confidence to their directors, employees or their professional advisors who need to know the Confidential Information for the purposes of the Discussions;
2.2 use such information only for the purpose for which it was disclosed;
2.3 ensure that all people to whom such information is disclosed are aware of the terms of this Agreement; and
2.4 make copies of such information only to the extent transitionally necessary to the purpose for which it was disclosed.
3. The parties will keep the existence, nature and content of this Agreement and the Discussions confidential, together with the fact that discussions are taking place concerning the business and affairs of the Company.
4. Paragraphs 2 and 3 shall not apply in respect of:
(a) information which is or comes into the public domain other than through a breach of this Agreement;
(b) information lawfully in the possession of Othello before its disclosure to that party in relation to the subject matter of the Discussions took place;
(c) information to the extent that the Company is required by law (including, without limitation, a regulatory body) to disclose it. In such event the Company shall notify Othello forthwith of any request for such disclosure.
5. No licences or any rights under any patent, registered design, copyright, design right or any similar right belonging to the Company are implied or granted under this Agreement.
6. Othello will on request from the Company either:
(a) return all copies of the Confidential Information to the Company ; or
(b) destroy all copies of the Confidential Information and confirm such destruction in writing that this has been done.
7. the Company makes no representations or warranties in relation to any Confidential Information provided or to be provided to Othello and Othello acknowledges that it has not relied upon and will not rely upon any such representations or warranties.
8. This Agreement is governed by and shall be construed in accordance with the laws of England and each party irrevocably submits to the exclusive jurisdiction of the English courts.
Digitally SIGNED on behalf of OTHELLO TECHNOLOGY SYSTEMS LTD SIGNATURE R.D.Golding NAME Rob Golding POSITION Director SIGNED on behalf of the Company SIGNATURE ........................................................... NAME ........................................................... POSITION ...........................................................