This agreement is entered between:
You/ Your Company
1. As used in this agreement, "Confidential Information" means any information communicated by either party to the other party in the context of their business relationship (whether documented now or in the future or otherwise) in confidence and includes:
a. any information relating to an identified or identifiable individual (including, without limitation, name, postal address, telephone number, date of birth, government identity card number, driver’s license number, or any other unique identifier or one or more factors specific to the individual’s physical, physiological, mental, economic or social identity, and whether confidential customer data or otherwise) provided by either party to the other (“Personal Information”);
b. proprietary or trade secret information which is clearly labelled or designated in writing as confidential by the disclosing party;
c. any proprietary, technical or business information, including but not limited to information relating to any future or proposed products or services, marketing and business plans, customers, suppliers and other business or contractual relationships or information;
d. the specific provisions of any agreements between the parties; and
e. any other document or information labelled or stated to be confidential by the providing party.
2. Except with respect to Personal Information, Confidential Information does not include information that is generally known to the public, information received in good faith from a third party not subject to a confidential obligation to the source, or information that was independently developed by the recipient without the developing persons having access to the confidential information.
3. Each party agrees that it will:
a. not disclose, nor permit any person to disclose, to any other person or entity any Confidential Information except to those of its directors, officers or employees with a strict need to know as part of their official duties or as may be required by law;
b. protect the other party's Confidential Information with the same degree of care it uses to safeguard its own information of a similar character, provided that such degree of care shall not be less than a reasonable degree of care;
c. advise any directors, officers or employees who receive the Confidential Information of the obligation of confidentiality hereunder and obtain from them their written obligation to be bound by the confidentiality provisions of this agreement;
d. implement appropriate administrative, physical, technical and organizational measures, policies and procedures to protect Confidential Information against accidental or unlawful destruction or accidental loss, unauthorized alteration, disclosure or access, and other unlawful forms of processing;
e. take commercially reasonable measures to prevent unauthorized access to, or use of, such Confidential Information or data received from the other party, whether the same is in electronic form or hard copy, by any person or entity;
f. take commercially reasonable measures to prevent unauthorized access to, or use of, such Confidential Information or data received from the other party, whether the same is in electronic form or hard copy, by any person or entity;
g. purging all Confidential Information upon request from the other party;
h. immediately notify the other party in writing if it suspects, has reason to believe or confirms that any Confidential Information is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons; and
i. comply with all applicable privacy and data protection laws which may apply to the storage or transmission of any Confidential Information.
4. No copies or reproductions may be made of any Confidential Information without the written consent of the other party.
5. Upon the request of the other party, a party will return or destroy all documents and records containing the Confidential Information (including Confidential Information contained in the databanks of any computers), without in any manner retaining any copies, duplicates, extracts or other reproductions, in whole or in part, of such documents or records which contain the Confidential Information. Further, upon request, the party will provide a certificate which shall confirm that the foregoing items, including the destruction, have taken place.
6. Each party will have the right to monitor the other party’s compliance with the terms of this agreement, and each party will cooperate fully and deal promptly and appropriately with any inquiries from the other party relating to compliance with this agreement.
7. Nothing contained in this agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information disclosed.
8. The parties acknowledge that the Confidential Information is valuable and unique and that disclosure in violation of this agreement will result in irreparable harm to the non- breaching party. In the event of a breach or threatened breach of the terms of this agreement, the non-breaching party shall be entitled to an injunction prohibiting revelation of the Confidential Information and any and all other appropriate equitable remedies. Any such relief shall be in addition to and not in lieu of appropriate relief in money damages.
9. Each party will remain solely liable for all costs associated with any breach of this agreement and will indemnify the non-defaulting party for any expenses it incurs due to the other party’s failure to comply with the terms of this agreement.
10. In the event of data abuse outside business area of BIT-X, a penalty of £ 100,000 per data record shall be deemed to have been agreed.
11. This agreement shall be governed and construed in accordance with the laws of Switzerland and shall bind and accrue to the benefit of the parties hereto and their respective successors and assigns.
12. Any notice or other communication required or permitted hereunder shall be given in writing to the other party at the address stated above or at such other address as shall be given by either party to the other in writing.
13. Neither party shall publicize, through press releases or otherwise, in the general or trade media (including, without limitation, newspapers, magazines, television or radio) the existence of, or the discussions that give rise to, this agreement without the prior written consent of the other party.
14. Neither party may assign or transfer any rights or liabilities under this agreement to any other person, except with written consent of the other party.
Executed on behalf of:
To agree, please click the button below and type your full name, email and company in the message box: