1. Purpose
The Disclosing Party and the Receiving Party intend to engage in discussions regarding the evaluation of potential partnership or investment opportunities (the “Purpose”). To facilitate these discussions, the Disclosing Party may disclose certain proprietary and confidential information to the Receiving Party.
2. Definition of Confidential Information
“Confidential Information” includes all business, technical, financial, or other proprietary data shared between the parties, unless:
- It is already publicly available without a breach of this agreement.
- It was lawfully obtained from a third party without confidentiality obligations.
- It was already known to the Receiving Party before disclosure.
- It is independently developed by the Receiving Party.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
- ✅ Keep all Confidential Information strictly confidential.
- ✅ Use the Confidential Information only for the Purpose.
- ✅ Not disclose it to third parties without written permission.
- ✅ Take reasonable precautions to prevent unauthorized access.
- ✅ Return or destroy all Confidential Information upon request.
4. Duration
This agreement remains in effect for 12 months from the date of signing.
5. No License or Ownership
This agreement does not grant ownership or rights to any Confidential Information.
6. Governing Law & Jurisdiction
This Agreement is governed by the laws of England and Wales, and disputes shall be settled in the courts of England and Wales.
7. General
- This agreement constitutes the entire understanding between the parties.
- Any amendments must be in writing and signed by both parties.
- If any provision is invalid, the remainder remains in force.