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CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made between Mobile Content Management Solutions Limited, registered at The Courtyard, 30 Worthing Road, Horsham, West Sussex, RH12 1SL (the “Disclosing Party”), and the “Recipient” or the "Receiving Party" that has filled in a Trial Request form on this website.                                                                                                                              

 

1. Background

 

The Parties wish to obtain from each other information that is confidential to each Party.  The Parties have agreed to disclose Confidential Information to each other for the Express Purpose.  In consideration of the benefits to the parties of the disclosure of the Confidential Information, the parties have agreed to comply with the following terms in connection with the use and disclosure of Confidential Information.

Prior to or during the course of our discussions, certain business, technical, operational, administrative and marketing information and other material or data of a secret and proprietary nature may be disclosed either in written form or orally, and whether or not such information, material or data is expressly stated to be confidential, or marked as such, all information, material data, discussions, negotiations and other information about the respective businesses business shall, for the purposes of this Agreement, be considered ‘Confidential Information’.

The Confidential Information will be held in complete confidence and, save as mentioned below, will not be disclosed, either in writing or orally, in whole or in part without written consent, to any other person nor used for any purpose other than for our mutual understanding of our business.

Neither party will record audio or video of any meeting or discussion without the express written approval of the other party.

 

This Agreement does not apply to Confidential Information which:

  1. at the time of disclosure is already in the public domain, or

  2. after such disclosure, becomes generally available to third parties by publication or   otherwise through no breach of this Agreement.

 

Will ensure that staff and associates adhere to the terms of this Agreement as if he or she were party hereto.

 

2. The Recipient’s Obligations

 

The Recipient must, and must procure that its Affiliates and its Representatives must:

  1. not directly or indirectly disclose or publish the Confidential Information, without the prior written consent of the Discloser;

  2. establish and maintain effective security measures to safeguard all Confidential Information from unauthorised access, use, copying, disclosure, damage or destruction;

  3. utilise its best efforts to enforce the confidentiality obligations under this Agreement;

  4. comply with any reasonable request from the Discloser in respect of the Confidential Information, including a request to prevent or restrain a breach or suspected breach of this Agreement, whether by court proceedings or otherwise;

  5. not reproduce in any form any part of a document or other record which incorporates, contains, is based on or utilises the Confidential Information, other than for the Express Purpose, without the prior written consent of the Discloser;

  6. not make or solicit any disclosure or announcement concerning, or otherwise publicise the possibility of the Express Purpose taking place (or not taking place) or discuss or disclose the existence of this Agreement;

  7. only use the Confidential Information for the Express Purpose; and

  8. store the Confidential Information in a manner which will allow it all to be retrieved later.

  9. undertake not to approach the disclosures staff by offering them employment.

  10. The recipient will be liable for all liquidated damages in the event of a breach

 

3. Disclosure of the Confidential Information

 

a)The Recipient must ensure that none of the persons to whom the Confidential Information is disclosed in accordance with clause 6a of this Agreement do or omit to do anything which, if done or omitted to be done by the Recipient, would constitute a breach of the Recipient’s obligations under this Agreement.  Notwithstanding this, the Recipient remains liable for any and all such breaches. 

b)The Recipient may disclose Confidential Information to the extent required by any law, any requirements of any court, tribunal, governmental or, regulatory body or stock exchange.  However, to the extent legally permissible, before the Recipient makes any disclosure, it must provide the Discloser with prompt written notice of the requirement to disclose Confidential Information to enable the Discloser to seek an appropriate protective order or to take steps to resist or narrow the scope of the requirement to disclose the Confidential Information. 

 

4. Term

This Agreement shall continue in full force and effect for so long as the Parties continue to exchange Confidential Information, but in any event shall expire 24 months after the date of this Agreement, unless extended by the mutual written agreement of the Parties. The termination of this Agreement shall not relieve either party of the obligation imposed by this agreement with respect to Confidential Information disclosed prior to the effective date of such termination.

 

5. Amendments

a)This Agreement may only be amended in writing by the mutual agreement of the Parties. 

 

6. No Waiver

a)The failure or delay of a Party to exercise its right or remedy provided under this Agreement or by law will not be a waiver of that or any other right or remedy.

7. Governing Law and Jurisdiction

a)This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales.

b)The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

 

8.  Intellectual Property; License

 

It is hereby being expressly clarified that all intellectual property rights relating to the Product including without limitations, all patents, trademarks, algorithms, binary codes, business methods, computer programs, copyrights, databases, know-how, logos, concepts, techniques, processes, methods, models, commercial secrets and any other intellectual property rights, including any new developments or derivative works of such intellectual property, whether registered or not, are and shall remain the sole and exclusive property of MCM Solutions. , in this instance and for the purpose of this agreement ‘The Product’ relates to software that has been supplied to the recipient for testing purposes and is not for commercial use. The Recipient shall not contest the above, shall not dispute or assist any third party to dispute the validity thereof, shall not object or otherwise challenge MCM Solutions' intellectual property rights and shall not take any step which may adversely affect MCM Solutions' rights and title in the Product.

Furthermore, the recipient / receiver shall not, i) modify, decompile, disassemble, decrypt, extract or otherwise Reverse Engineer any Product or any part thereof, ii) reproduce any Product, iii) adapt in any way, modify, insert, delete, replace, change, prepare or create derivative works of or otherwise alter any files in the Product (except as such files may be modified as an incidental effect of the normal installation process); or iv) make any Product available for any certification, analysis or testing, including without limitation, any software performance comparison testing, without prior written approval from MCM Solutions.

 

By accessing any trial or demo software the parties hereto have executed this Agreement as of today.

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