Confidentiality Agreement

1. Definitions

1.1 ‘Confidential Information’

• 1.1.1 means any information which is proprietary to the Discloser, is confidential and is treated as such by the Discloser, and is not in the public domain
• 1.1.2 may be provided in documentary form on any media or in any tangible form or disclosed orally or by demonstration
• 1.1.3 includes any note, record or copy thereof, and any information gained by the Receiver from or as a result of such disclosure but does not include information which the Discloser has expressly confirmed in writing is not (or is no longer) confidential.

1.2 The ‘Permitted Purpose’ is to enable the parties to consider a business arrangement, with a view to mutual benefit, as follows:

• 1.2.1 Approved commercial activities as an ALT2 Associate, supplier, sub-contractor, affiliate or customer.

1.3 In relation to the disclosure of any Confidential Information pursuant to this Agreement,

• 1.3.1 ‘Discloser’ and ‘Receiver’ mean the parties disclosing and receiving it,
• 1.3.2 the Receiver’s obligations are also binding on any employees and professional advisors to whom it any Confidential Information is disclosed, and
• 1.3.3 each party’s associated companies and subsidiaries have the benefit of and are bound by this Agreement.

2. Obligations on Receiver

2.1 The parties wish to make mutual disclosures for the Permitted Purpose, which contain and incorporate Confidential Information in which the Discloser has an interest.

2.2 The Receiver agrees to maintain as confidential and not to use any disclosed Confidential Information save for the Permitted Purpose, until and unless either

• 2.2.1 such information becomes public knowledge through no fault of the Receiver, or
• 2.2.2 the parties enter a formal binding agreement containing specific provisions as to disclosure and confidentiality which expressly supersedes this Agreement.

2.3 Use for the Permitted Purpose is limited to disclosure to such of the Receiver’s employees and professional advisors as have been made aware of and are bound by the terms of this Agreement, and have a genuine need to know.

2.4 If required by law, the Receiver may disclose Confidential Information to the minimum extent necessary to satisfy such legal requirement, provided that the Receiver

• 2.4.1 where legally permitted to do so, gives the Discloser as much notice as possible of the legal requirement, before actually making any disclosure, and
• 2.4.2 cooperates at the Discloser’s cost with the Discloser’s legitimate attempts to resist compulsory disclosure.

3. Return or Destruction of Documents containing Confidential Information

3.1 When the Permitted Purpose is complete, or upon demand by the Discloser, the Receiver will

• 3.1.1 return to the Discloser any documents provided in paper form and containing Confidential Information,
• 3.1.2 destroy in a secure manner all other documents (including documents in digital form stored on any media) containing Confidential Information, and
• 3.1.3 confirm in writing to the Discloser that no copies have been made or retained.

3.2 ‘destroy in a secure manner’ means (a) in the case of paper documents, shredding or incineration; and (b) in the case of documents in digital form, permanent deletion, and (in either case), so that the Confidential Information cannot thereafter be seen or reconstituted by any person.

4. Information ceasing to be Confidential

4.1 Information ceases to be Confidential Information once proved (by documentary evidence, if the Discloser so requires):

• 4.1.1 to be known to, or in the possession of, or independently developed by, the Receiver before disclosure under this Agreement, and free of any obligation of confidentiality; or
• 4.1.2 to be publicly known through no fault of the Receiver; or
• 4.1.3 to have been received lawfully and free of restriction from a third party who did not obtain it directly or indirectly from the Discloser; or
• 4.1.4 to have been disclosed to a third party by the Discloser, other than in confidence.

5. Law

5.1 This Agreement is governed by the laws of England & Wales, whose courts shall have sole jurisdiction in relation to all matters arising.