Relating to potential and actual discussions and work taking place between Corporate Media Supplies Limited t/a CM Brand (“CM Brand”) and COMPANY
We recognise that confidentiality is important to the success of our relationship. We, therefore, undertake to maintain strict confidentiality about those matters discussed between us. By signing and returning a copy of this agreement, all representatives of COMPANY, and their respective sub-contractors, undertake to do likewise.
We may in the course of our dealings grant access to confidential information relating to CM Brand and its clients, officers and employees (“Confidential Information”). In consideration of you agreeing to have access to Confidential Information, by signing this agreement, COMPANY, undertakes, acknowledges and agrees as follows:
1.1 Confidential Information supplied to COMPANY (or to which COMPANY is allowed access) shall only be disclosed by COMPANY to its associates, representatives, advisers and personnel (“Agents”) with our prior written approval.
1.2 COMPANY will not use Confidential Information to gain a commercial advantage and will not make any direct contact in this respect with CM Brand’s officers, employees or clients without the prior written consent of CM Brand.
1.3 COMPANY will advise all directors, employees and sub-contractors with whom it shares Confidential Information of the confidential nature of such information and the existence and terms of this letter, and shall use all reasonable endeavors to procure that each such person adheres to the terms of this undertaking as if they had given it directly in favour of CM Brand.
1.4 The obligations upon COMPANY in this agreement shall not extend to information forming part of the Confidential Information to the extent that such information:
1.4.1 is now in, or shall hereafter have entered into, the public domain (otherwise than as a consequence of unauthorised disclosure by COMPANY); or
1.4.2 was lawfully in the possession of COMPANY prior to its disclosure by CM Brand or its Agents to COMPANY; or is furnished to COMPANY by a third party and was not, to the knowledge of COMPANY, improperly obtained from or its Agents; or
1.4.3 is required to be disclosed by law or pursuant to any enquiry or litigation by any governmental, official or regulatory body.
1.5 COMPANY shall upon the written request of CM Brand destroy all Confidential Information in its possession or under its control including all copies thereof.
1.6 The terms of this agreement shall be binding on COMPANY for a minimum of Five (5) years following disclosure by CM Brand, irrespective as to whether there is a continuing business relationship between the parties.