Agreement
Between Parties: (1) Makers Department Ltd incorporated registered in England and Wales with company number 10128921 whose registered office is at 6-10 Dunston Street, London E8 4EB. (2) Background: Each party wishes to disclose to the other party Confidential Information in relation to the Purpose. Each party wishes to ensure that the other party maintains the confidentiality of its Confidential Information. 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. IT IS HEREBY AGREED THAT: 1 . Definitions 1.1 For the purposes of this Agreement the following definitions shall apply: Confidential Information: means any information (in whatever form) is disclosed by the Disclosing Party to Recipient including without limitation information relating to either party's business, clients, business strategy and plans, finances, proprietary know how, trade secrets, future product plans, personal information and documentation relating to the other supplied for the purposes of the Discussions which is not publicly available including, but not limited to, any information: (a) specifically designated by the disclosing party as confidential; (b) supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; (c) which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value In relation to the business of the disclosing party; or (d) that relates to the fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations, but not including any information that: (e) is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or (f) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party. Disclosing Party: a party to this agreement which discloses or makes available directly or indirectly Confidential Information. Discussions: the discussions between the parties with a view to entering into a business relationship or supplier to customer relationship. Purpose: The evaluation, design, development and establishment in collaboration in respect to a stainless-steel water bottle with a filter to remove microplastics & bacteria from everyday drinking water promoting on-the-go refills from any tap, gym, airport, petrol station or shops. Recipient: a party to this agreement which receives or obtains directly or indirectly Confidential Information. Representative: employees, agents, third party contractors, officers, advisers and other representatives of the Recipient. 2 . Obligations confidentiality 2.1 The Recipient shall keep the Disclosing Party's Information confidential and, expect with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part of any third party, except as expressly permitted by this agreement; (c) keep the Disclosing Party's Confidential Information in a secure manner and shall ensure that no unauthorised party may gain access to the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that it: (a) informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this agreement; (c) keeps a written record of these Representatives; and (d) shall at all times be liable for the failure of any Representative to comply with the terms of this agreement. 2.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible. 2.4 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2 2.5 No party shall make, or permit any person to make, any public announcement concerning the Purpose without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). 3 . Non-circumvention 3.1 At any time prior to the expiration of six (6) years from the date of this agreement, it is expressly agreed that the identities of any individual or entity and any other third parties including, without limitation, suppliers, customers, finical sources, manufacturers and consultants) discussed and made available by the Disclosing Party in respect of the Purpose and any related business opportunity shall constitute Confidential Information and the Recipient or associated entity or individual shall not, (without prior written consent or the Disclosing Party): (a) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertaking with any such third party identified or introduced by the Disclosing Party; or (b) seek to by-pass, compete, avoid or circumvent the Disclosing Party in respect of any business opportunity that relates to the Purpose by utilising any Confidential Information or by otherwise exploiting or deriving benefit from the Confidential Information. 4 . Warranty and Identity 4.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose. 4.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party) arising from any breach of this agreement by the Recipient and from the actions or omissions of any Representative of the Recipient. 5 . Term and Duration 5.1 The obligations contained in this agreement will be effective from the Start Date and will remain in effect for six (6) years from the date on which Confident Information is last received or obtained by the Recipient. 6 . Assignment Except as otherwise provided in this agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this agreement or any document referred to in it. 7 . Notices Any notice or other communication required to be given under this agreement, shall be in writing, shall be delivered by email and shall be deemed to be received at the time of successful transmission to the commonly used email address of the other party. 8. No PARTNERSHIP Nothing in this agreement is intended to, or shal be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. 9 . Third Party Rights A person who is not a party to this agreement shal not have any rights under or in connection with it. 10. Governing law and jurisdiction 10.1 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) shal be governed by and construed in accordance with English law. 10.2 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). IN WITNESS whereby the parties have executed this Agreement the date above written. Signed for and on behalf of Maker Department Ltd by:
