Parties
- The Consultant, SOMETHING MORE NEAR LTD, whose registered office is 30 Upper High Street, Thame, Oxfordshire, England, OX9 3EZ (Enterprise).
- The Enterprise participating in Strategic Therapy sessions
Definitions
The definitions in this clause apply in this guarantee.
Confidential Information: any information, whether obtained orally, visually, in writing or in document or electronic form relating to the business of the Enterprise or any group company or any of its business contacts or products disclosed to The Consultant which is not publicly available without restriction, including, but not limited to, any information specifically designated by the Enterprise as confidential and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the Enterprise.
Objective: performance of contracted duties by The Consultant on behalf of the Enterprise.
1. Consultant Obligations
1.1. The Consultant undertakes to respect and preserve the confidentiality of the Confidential Information for a period of ten years after the date of such disclosure. The Consultant shall not without the prior written consent of the Enterprise:
a) communicate, or otherwise make available, the Confidential Information to any third party; or
b) use the Confidential Information for any commercial, industrial or other purpose whatsoever other than the Objective; or
c) copy, adapt, or otherwise reproduce the Confidential Information save as strictly necessary for the purposes of the Objective; or
d) photograph or share any information with any third party.
1.2. The obligations contained in this clause 2 shall not apply or shall cease to apply to such part of the Confidential Information as the Consultant can show to the reasonable satisfaction of the Enterprise:
a) has become public knowledge other than through the fault of the Consultant or an employee or director of the Consultant to whom it has been disclosed in accordance with clause 1.2 above; or
b) was already known to the Consultant prior to disclosure to it by the Enterprise; or
c) has been received from a third party who neither acquired it in confidence from the Enterprise, nor owed the Enterprise a duty of confidence in respect of it.
Confidential information shall not cease to be confidential purely because one element of it is or has ceased to be confidential.
1.3. The Consultant shall immediately upon request from the Enterprise at any time, return to the Enterprise all items and copies of Confidential Information and destroy and expunge from any computer any Confidential Information stored electronically and all reports or other documents which contain or draw upon Confidential Information and confirm in writing compliance with this obligation.
2. Property Rights
2.1. The Confidential Information and all related documentation are proprietary to the Enterprise. The Consultant acknowledges that any disclosure pursuant to this guarantee shall not confer on the Consultant any intellectual property or other rights in relation to the Confidential Information.
3. General
3.1. No variation of this guarantee shall be effective unless it is in writing and signed by, or on behalf of, the Consultant.
3.2. This guarantee shall be interpreted and construed in accordance with English law.
ENDS