Background:

• Heptagon Group is working with the Partner on joint activities, projects or orders or service delivery. This could involve a range of marketing activities or other joint business projects or explorations.
• The Company is interested in the Project in furtherance of the Company’s business objectives.
• To enable both Heptagon Group and the Partner (“the Parties/Party/Receiving Party”) to enter in to discussions and negotiations concerning the Project then certain information including Confidential Information needs to be exchanged by the Parties.
• Confidential Information:

For the purposes of this Agreement, “Confidential Information” shall include all contact information for those prospects and customers of the Partner, with information including (but not limited to):

• Contact details;
• Organisation details;
• Background/Relationship with the Partner;
• Requirements/Purchasing plans related to the Project;

The Receiving Party will not disclose, communicate or publish Confidential Information of the other Party to anyone, except to its employees on a need to know basis only and in connection with the Project.

The Receiving Party shall control and treat the Confidential Information disclosed to it with reasonable care and, at least with the care that it treats its own Confidential Information

• Confidential Information will cease to be confidential when the information:
• is in the public domain at the time of disclosure;
• enters into the public domain through no fault of the Receiving Party;
• is possessed by the Receiving Party prior to disclosure to it or rightfully acquired from sources other than the disclosing Party;
• is acquired in a bona fide arm’s length transaction by the Receiving Party.

• The Company agrees not to use any of the Partner’s Confidential Information for its own commercial advantage or to the commercial advantage of any third party; or to the commercial disadvantage of the Partner
• In providing the Confidential Information both Parties make no representations or warranties express or implied as to its accuracy or freedom from defect.
• Neither this Agreement nor any disclosure hereunder shall be construed to be a grant by the other Party of any right or licence under any intellectual property right now or hereafter owned or controlled by either Party.
• Both Parties agree to maintain any such confidentiality for a minimum period of three (3) years after the date of this signed Agreement.
• Without prejudice to any rights or remedies, including damages, the Parties recognise that the claiming Party shall be entitled to remedies of specific performance and injunction for any breach of this Agreement.
• The terms of this Agreement may only be varied with the prior written consent of the other Party.
• The interpretation and validity of this Agreement shall be governed by English Law.