This Agreement dated the ........................... day of ........................... 20..... is made between:
(1) Spirit of the Game Ltd (‘the Discloser’); and
(2) ……………………………………………………………………………………………………(‘the Recipient’)
collectively referred to herein as the ‘Parties’ or in the singular as a ‘Party’
The Discloser intends to disclose to the Recipient information relating to its business interests concerning ‘Spirit of the Game’ for the purpose of pursuing mutually beneficial business development opportunities (‘the Permitted Purpose’):
NOW IT IS HEREBY AGREED AS FOLLOWS:
1 This Agreement sets out the legal basis upon which confidential and commercially sensitive information will be disclosed. The Parties agree to protect such information in the manner set out in this Agreement.
2 The term ‘Confidential Information’ shall mean any business, commercial, economic, operational, technical, marketing or administrative information relating to the Discloser or its interests disclosed during any Discussions with the Recipient whether in writing, orally, visually or in the form of or models or deriving its existence from the Discussions.
3 The Discussions means:
3.1 any discussions relating to the Permitted Purpose or constituting advice in respect of it; and
3.2 any discussions that would or could result in the Parties entering into any arms length contractual relationship (other than this agreement) with each other or any agreement that would or could constitute the Parties a partnership, association, joint venture or other co-operative entity.
4 The Recipient undertakes to:
4.1 hold the Confidential Information in strict confidence at all times;
4.2 not to disclose it or allow it to be disclosed to any third party without the prior written consent of the Discloser;
4.3 not to use the Confidential Information in whole or in part for any purpose except for the Permitted Purpose.
5 The obligations and restrictions in clause 4 shall not apply to any information that the Recipient can show by written records:
5.1 was known to the Recipient before the information was imparted by the Discloser;
5.2 was in or subsequently came into the public domain (through no fault on the part of the Recipient);
5.3 was lawfully received by the Recipient from a third party with full rights of disclosure and without similar obligations of confidence;
5.4 was independently developed by or for the Recipient without reference to the Confidential Information disclosed under this Agreement.
6 The Recipient undertakes to permit access to the Confidential Information only to those of its employees who reasonably need access to the information for the Permitted Purpose and on the conditions that the employees have:
6.1 been informed of the terms of this Agreement; and
6.2 been instructed to treat the Confidential Information as secret and confidential with the provisions of this Agreement
The Recipient shall be responsible for ensuring that its employees comply with the provisions of this Agreement.
7 The Recipient acknowledges and agrees that the property and copyright in the Confidential Information, including any documents, files and other items containing any Confidential Information, belong to the Discloser. At the request of the Discloser, the Recipient shall return immediately to the Discloser all Confidential Information which the Recipient received under this Agreement and which may still be in the Recipient’s possession, including any copies. The Recipient agrees to make no further use or disclosure of any of it.
8 The obligations on the Recipient under this Agreement in respect to any item of Confidential Information shall continue in force for a period of ten years from the date on which such Confidential Information was first disclosed to the Recipient.
9 This Agreement shall not be construed to:
9.1 grant the Recipient any licence or rights other than as expressly set out herein in respect of the Confidential Information; or
9.2 require the Discloser to disclose any Confidential Information to the Recipient.
10 Both Parties agree that damages may not be an adequate remedy in the event of any breach or threatened breach of the provisions of this Agreement and neither Party shall oppose the granting of equitable relief, including injunctive and/or specific performance without the need to prove or quantify loss or damages.
11 This Agreement shall be governed by and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the English courts.
Signed on behalf of Spirit of the Game Ltd
Signed on behalf of