Client Confidentiality Agreement Template - Free Download
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S:\User\NON PROJECT\ADMIN\CONFIDENTIALITY AGREEMENTS\GSK Confidentiality Agreement 2004\CONFIDENTIALITY AGREEMENT.doc
Clients Name and company (hereinafter the “Client”) and Warwick Design
Consultants Limited (hereinafter "Warwick") wish to disclose to each other certain
information relating the manufacture and assembly of the Client’s Intellectual
Property (hereinafter collectively the "Information") for the purpose of discussing
design and development ("the Purpose"). The disclosing party considers its
Information to be its confidential and proprietary property or to be Information which it
is otherwise lawfully authorised to disclose under conditions of strict confidentiality.
The disclosing parties are willing to disclose and the receiving parties are willing to
receive such Information subject to the following terms and conditions:
1. The receiving parties shall hold the Information disclosed to them in confidence
and shall use the same level of care to prevent any unauthorised use or disclosure
of such Information as they exercise in protecting their own information of a similar
nature. Information disclosed hereunder shall at all times remain the property of
the disclosing parties.
2. The receiving parties shall not, without the prior written consent of the disclosing
parties, make use of the Information disclosed to them other than for the Purpose,
nor disclose the Information to any third party except to such of their officers,
employees, agents and consultants (and to such of their Affiliated Companies'
officers, employees, agents and consultants) who have been made aware that the
Information is confidential and are bound to treat it as such and to whom
disclosure is necessary for the Purpose. The receiving parties shall be responsible
for such person's compliance with the terms of this Agreement. Furthermore, the
receiving parties shall not disclose in any way the nature of the relationship
between it and the disclosing parties, nor disclose that there is a relationship at all,
without the prior written consent of the disclosing parties. In this Agreement
"Affiliated Company" means any organisation which directly or indirectly controls,
is controlled by, or is under common control with the relevant party and "control"
means the ownership of a majority of the voting stock.
3. Each party acknowledges and agrees that nothing in this letter shall prevent the
other parties from disclosing, in their sole and absolute discretion, their own
information to any third party or from entering into separate confidentiality or other
arrangements with any third party at any time.
4. Nothing contained in this Confidentiality Agreement shall be construed, by
implication or otherwise, as an obligation to enter into any further agreement
relating to any of the Information or as the grant of a licence to the Client or
Warwick to use each other's Information other than in accordance with the terms
of this Agreement.
5. Upon completion of the Purpose and in the absence of any further agreement
between the parties, the receiving parties shall cease all use and make no further
use of the Information disclosed to them and shall upon written request from the
disclosing parties promptly return all such Information which is in tangible form,
retaining no copies and expunge any Information from any computer, word
processor or other like device.