By accepting this Agreement, you and we (Loopify as) agrees to the following:
WHEREAS the parties, for their mutual benefit, may have exchanged and wish further to exchange Confidential Information and wish to define their rights with respect to the Confidential Information to protect the confidentiality thereof and proprietary features therein. In consideration of such disclosure each party hereto agrees that all such Confidential Information received by it from the other shall be governed by the following terms and conditions.
NOW IT IS HEREBY AGREED AS FOLLOWS:
In this Agreement the following expressions shall have the following meanings:
1.1. ‘Purpose’ shall mean any discussions and negotiations between or within the parties, [their directors, employees and contractors] concerning or in connection with the establishment of a business relationship between the parties.
1.2. ‘Confidential Information’ shall mean any information or data of all kinds and in whatsoever form relating to a party’s business or affairs (including but not limited to software and information ascertainable by inspection or analysis of samples) and any reproduction of such information in any form, disclosed whether in writing, orally, electronically or by any other means to one party by the other party or by a third party acting on behalf of the other party, whether before or after the date of this Agreement, but shall exclude any part of such disclosed information or data which:
1.2.1. is in the public domain at the date of this Agreement; or
1.2.2. is or becomes common knowledge without breach of this Agreement by the Receiving Party [or any of its directors, employees or contractors]; or
1.2.3. the Receiving Party can show (a) it was in its lawful possession or known to it [or any of its directors, employees or contractors] by being in its use or being recorded in its files or computers or other recording media prior to receipt from or on behalf of the Disclosing Party under an obligation of confidence, or (b) to have been developed by or for the Receiving Party at any time independently of any information disclosed to it by the Disclosing Party; or
1.2.4. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards the Disclosing Party; or
1.2.5. is hereafter disclosed by the Disclosing Party to a Third Party without restriction on disclosure or use; or
1.2.6. is disclosed by the Receiving Party [or any of its directors, employees or contractors] with the prior written approval of the Disclosing Party.
1.3. In the event that the Receiving Party is obliged to disclose Confidential Information to comply with any order of a court or other regulatory or governmental body binding upon the Receiving Party, then it may do so provided that, before such disclosure, the Receiving Party will give the Disclosing Party not less than two business days' notice of the information that will be disclosed and give the Receiving Party a copy of the legal opinion indicating that disclosure is necessary. 'Disclosing Party' means a party to this Agreement which discloses Confidential Information to the other party to this Agreement.
1.4. 'Receiving Party' means a party to this Agreement which receives Confidential Information relating to the other party to this Agreement from that other party.
2. Handling of Confidential Information
2.1 In consideration of the mutual exchange and disclosure of Confidential Information, each party undertakes in relation to the other party's Confidential Information:
2.1.1. not to disclose the same whether to its employees or to third parties without the prior written consent of theDisclosing Party except in confidence to directors, employees or contractors who need to know the same in connection with their work relating to the Purpose provided that:
188.8.131.52. such directors, employees and contractors are bound by conditions of confidentiality no less strict than those contained in this Agreement; and
184.108.40.206. the Receiving Party shall enforce such obligations at its expense and at the request of the Disclosing Party in so far as breach or non-performance thereof relates to the Disclosing Party's Confidential Information;
2.1.2. to maintain the same in confidence and to use it only for the Purpose and, in the absence of any prior written consent of the Disclosing Party, not to use it for any other purpose and in particular, but without prejudice to the generality of the foregoing,
220.127.116.11. not to make any commercial use thereof, including (but not limited to) investigation, or research outside the Purpose;
18.104.22.168. not to use the same for the benefit of itself or of any third party;
2.1.3. not to reproduce or reduce to writing any part of the Confidential Information (including photocopying or storing it in any medium by electronic means and whether or not transiently or incidentally to some other use) without the prior written consent of the Disclosing Party except as may be reasonably necessary for the Purpose or permitted by the Copyright Designs and Patents Act 1988;
2.1.4. to be responsible for the performance of clauses 2.1.2 and 2.1.3 above on the part of its directors, employees and contractors to whom the same is disclosed pursuant to clause 2.1.1 above.
2.2. Each party shall:
2.2.1. on completion of the Purpose and in any event on receipt of a written request from the Disclosing Party immediately cease using the Disclosing Party's Confidential Information in any way whatsoever;
2.2.2. within 30 days of receipt of a written request from the other party, return to the Disclosing Party its Confidential Information or anything of a confidential nature derived from it (whether or not provided by the Disclosing Party) and any copies of it [and/or] certify in writing to the Disclosing Party that it has complied with the requirements of this clause 2.2.2 save as required by law or regulation; and
2.3. Notwithstanding completion of the Purpose or return of documents and materials as set out in clause 2.2, each party shall continue to be bound by the undertakings set out in this clause 2.
3. Disclaimer and Warranty
3.1. Each party warrants that it has the right to disclose its Confidential Information to the other party and to authorize the other party to use the same for the Purpose.
3.2. Except as expressly provided in this Agreement:
This Agreement shall not be construed as granting or confirming any implied rights, obligations, licenses or relationships (including, but limited to, any in relation to intellectual property);
3.2.2. Neither party provides any warranties as to the accuracy, completeness or validity of the Confidential Information provided to the other, nor as to its fitness for any purpose.
3.3. The disclosure of Confidential Information under this Agreement does not oblige either party to enter into any further agreement with the other party whether in pursuit of the Purpose or otherwise.
4. Liability and Acknowledgement
Each party will indemnify the other party in full against any loss, damages, costs, charges and expenses whatsoever suffered by it as a result of any breach or non-performance by the other party of its obligations under this Agreement.
Each party acknowledges that a breach of this Agreement by it may cause damage to the other party in respect of which damages may not be an adequate remedy, and in such circumstances the other party may seek injunctive relief without prejudice to its right to seek damages under clause 4.1 or otherwise.
5.1. Any notice, claim or demand in connection with this Agreement shall be given in writing to the party being served at the address specified above (or such other address as it shall previously have notified to the other party) and be marked for the attention of one of that party’s signatories of this Agreement (unless it has been notified otherwise).
This agreement shall continue in force from the date hereof until terminated by mutual consent or until terminated by either party giving to the other not less than 30 days prior written notice. The provisions of clauses 1, 2 and 3 shall remain in full force and effect for a period of five years from the date of any such termination.
This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party
8. Contracts (Rights of Third Parties) Act 1999
For the purposes of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties do not intend any term of this Agreement to be enforceable by any third party but any third party right that exists or is available independently of that Act is preserved.
This Agreement shall be governed by and interpreted in all respects in accordance with Norwegian law and it is irrevocably agreed that the Norwegian courts shall have exclusive jurisdiction over this Agreement.