Non-Disclosure Agreement

"Information" means all information, data, ideas, innovations or material disclosed by any of the Parties relating to the Opportunities and Technologies, whether or not marked or designated as confidential, including, but not limited to business plans, business proposals, projects, financial information, customer lists, prospective customers, technical proposals, product descriptions, hardware specifications, software in both source and object code, computer outputs, computer interfaces, application programme interfaces, computer calls, flow charts, data, drawings and know-how.

Each Party's Obligations

Each Party will:

a.	keep the Information disclosed to it by any disclosing Party confidential and secure, and in addition apply the same degree of care and the same controls which that Party applies to his or its own trade secrets.
b.	use or make copies of the Information disclosed to it solely to assess the Opportunities and Technologies.  Any such copies shall remain the property of the disclosing Party and be distributed or otherwise be made available internally within the receiving Parties on a need to know basis.
c.	give immediate notice to the disclosing Party if a receiving Party knows of or suspects that there has been any unauthorised use or disclosure of Information arising through a failure by a Party to keep the Information confidential.

Publicity

No receiving Party will without the prior consent in writing of the disclosing Party either release any press statement or issue any other publicity regarding the existence, scope, objective, conduct, performance or results of any proposed or actual contract between any of the Parties.

Exclusions

The provisions of this Agreement shall not apply to Information:

a.	which a receiving Party can prove to the reasonable satisfaction of the disclosing Party was lawfully in his or its possession at the time of disclosure and was not acquired either directly or indirectly from the disclosing Party; or
b.	which is lawfully generally known (other than due to the negligent act or omission of Parties or his breach of this Agreement); or
c.	which the receiving Party obtains from a third party which was entitled to disclose that Information to the receiving Party without any restriction.

Various Obligations

Each receiving Party agree that he or it shall not acquire any right in or title to or licence in respect of the Information disclosed to it or any intellectual property rights embodied in the Information. The rights provided to the Parties under this Agreement are personal to the Parties and shall not be assigned or transferred to any other party whatsoever.  

The obligations under this Agreement shall continue as regards any item of Information until it is lawfully generally known or is otherwise not subject to the provisions of this Agreement, to a maximum term of 5 years from the date of this Agreement.

On the written request of a disclosing Party at any time, each receiving Party agrees to

(a)	promptly return or procure the return of or destroy (at the disclosing Party's option) all or some (as the disclosing Party may direct) of the originals and copies of the Information under his or its care or control and
(b)	confirm in writing that this has been done and that no Information or copies exist under the receiving Party's care or control and
(c)	not use the Information for any other purpose whatsoever.

Nothing in this Agreement prevents disclosure of the Information to any persons or bodies having a legal right or duty to have access to or knowledge of the Information.

This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and replaces all previous agreements between, or undertakings by the parties with regard to such subject matter. This Agreement cannot be changed except by written agreement between the parties.

This Agreement is governed by English law and the parties submit to the jurisdiction of the English Courts.