1 Parties
1.1 This Confidentiality Agreement (Agreement) is made between:
1.1.1 The Recipient, being the individual or organisation identified in the form fields above (Recipient); and
1.1.2 Attomarker Limited (company number 06550714) of 1A Lamarr, 3 Babbage Way, Exeter Science Park, Exeter, EX5 2FN, Devon, UK (Provider).
1.2 Date. This Agreement is dated the date on which the Recipient signs it electronically using this form.
2 Purpose and disclosure
2.1 Purpose. The Recipient wishes to receive information relating to the financial and commercial position of the Provider for the purpose of exploring a potential equity investment in the Provider (Purpose).
2.2 Confidential Information. Confidential Information means all confidential or proprietary information (however recorded or preserved) relating to the Purpose that is disclosed or made available, whether before or after the date of this Agreement (in any form or medium), directly or indirectly, by the Provider to the Recipient.
3 Recipient undertakings
3.1 In consideration of the Provider agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the Provider that it shall:
3.1.1 keep the Confidential Information secret and confidential;
3.1.2 not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose; and
3.1.3 only make disclosure of the Confidential Information in accordance with clause 3.2 and clause 3.3. Any other disclosure can only be made with the Provider’s prior written consent.
3.2 Advisers. The Recipient may disclose the Confidential Information to any of its advisers that need to know the relevant Confidential Information for the Purpose only, provided that the Recipient procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this Agreement as if they were the Recipient.
3.3 Legal requirement. The Recipient may disclose the Confidential Information to the minimum extent required by:
3.3.1 any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; or
3.3.2 the laws or regulations of any country to which the Recipient’s affairs are subject.
4 Limitations on obligations
4.1 The obligations set out in clause 3 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the Provider’s reasonable satisfaction:
4.1.1 is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by the Recipient in breach of this Agreement; or
4.1.2 was already lawfully known to the Recipient before it was disclosed by the Provider; or
4.1.3 has been received by the Recipient from a third-party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information.
5 Return and deletion
5.1 If requested by the Provider at any time, the Recipient shall immediately destroy or return to the Provider all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient.
5.2 If the Confidential Information is stored in electronic form, the Recipient shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it.
6 Term and termination
6.1 If the Provider decides not to continue to be involved in the Purpose with the Recipient, it shall notify the Recipient immediately (the date of such notice being the Termination Date).
6.2 Notwithstanding the termination of discussions between the parties in relation to the Purpose, the obligations of the Recipient shall continue for a period of 3 years from the Termination Date, or earlier as agreed between the parties.
6.3 Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled.
7 Acknowledgment and remedies
7.1 The Recipient acknowledges and agrees that:
7.1.1 the Confidential Information may not be accurate or complete and the Provider makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and
7.1.2 damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Recipient. Accordingly, the Provider shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement.
8 Electronic signature and execution
8.1 Electronic signature. This Agreement may be executed electronically. Any electronic signature (including a signature applied using an online form or signature capture tool) shall be treated as an original signature for all purposes and shall be admissible as evidence of execution and the signatory’s intention to be bound.
8.2 Formation. The parties agree that this Agreement is formed when the Recipient signs it electronically and submits the form.
9 Governing law and jurisdiction
9.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
9.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
10 Provider details
Attomarker Limited
Company number: 06550714
Registered office: 1A Lamarr, 3 Babbage Way, Exeter Science Park, Exeter, EX5 2FN, Devon, UK
