Terms and Conditions
Below are the terms on which Stonebrook Ventures Limited (Company Number:16247849; Registered Address: 32 Bluestone Court, Backworth, Newcastle upon Tyne, NE270GH) (we/us/our) and you agree to receive, hold, use, and (where required) return or destroy Confidential Information (as defined below) which you or we receive from the other.
1. Definitions & Interpretation The definitions and rules of interpretation in this paragraph apply in this letter agreement:
1.1 Confidential Information means all confidential information relating to the Purpose or a Transaction or the Provider which the Provider directly or indirectly discloses, or makes available, to the Recipient before, on, or after, the date of this letter agreement.
This includes:
(a) the identity of the Provider;
(b) the fact that discussions and negotiations are taking place concerning the Purpose or a Transaction and the status of those discussions and negotiations;
(c) the existence and terms of this letter agreement;
(d) all confidential or proprietary information relating to:
(i) the business, affairs, finances, financial and accounting records, assets, customers, clients, suppliers, employees and contractors, plans, intentions, or market opportunities of the Provider, or a Potential Counterparty, or a Target; and
(ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Provider, or a Potential Counterparty, or a Target;
(e) any information, findings, data or analysis derived from Confidential Information; and
(f) any other information that is identified as being of a confidential or proprietary nature.
Provider means a party to this letter agreement which discloses or makes available directly or indirectly Confidential Information.
Purpose means any and all of:
(a) you assessing whether you wish to and us assessing whether we believe we are in a position engage with a Transaction and, if so, on what terms.
Recipient means a party to this letter agreement which receives or obtains directly or indirectly Confidential Information.
Transaction means the sale or purchase by you of a company or other entity or its business and assets.
1.2 References to paragraphs are to the paragraphs of this letter agreement.
1.3 This letter agreement shall be binding on and enure to the benefit of, the parties to this letter agreement and their respective successors, personal representatives, and permitted assigns, and references to a party shall include that party’s successors, personal representatives, and permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless expressly provided otherwise in this letter agreement, a reference to writing or written includes fax and email.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Disclosure
2.1 You and we wish to exchange information with each other relating to the Purpose.
2.2 In consideration of the Provider agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the Provider that it shall:
(a) keep the Confidential Information secret and confidential;
(b) not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose;
(c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (any such copies, reductions to writing and records being the property of the Provider);
(d) not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this letter agreement;
(e) only make disclosure of the Confidential Information in accordance with paragraphs 2.4 to 2.6 (inclusive).
2.3 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Provider from time to time) to safeguard the Confidential Information from unauthorised access or use.
2.4 Each party may disclose the Confidential Information to any of its officers, and employees, advisers, subcontractors and contractors that need to know the relevant Confidential Information for the Purpose only, provided that it procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this letter agreement as if they were the Recipient and procures that any such person also enters into a confidentiality agreement with the Recipient on terms equivalent to those contained in this letter agreement.
2.5 Each party may disclose the Confidential Information to the minimum extent required by:
(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;
(b) the rules of any listing authority or stock exchange on which its shares are listed; or (c) the laws or regulations of any country to which its affairs are subject.
3. Limitations on obligations
The obligations set out in paragraph 2 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the Provider’s reasonable satisfaction:
3.1is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient in breach of this letter agreement;
3.2was already lawfully known to the Recipient before it was disclosed by the Provider; or
3.3has been received by the Recipient from a third party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information.
4. Return of the Confidential Information
4.1 If requested by the Provider at any time, the Recipient shall as soon as reasonably practicable destroy or return to the Provider all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient.
4.2 If the Confidential Information is stored in electronic form, the Recipient shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent technically practicable).
4.3 The Provider may request the Recipient to certify in writing that it has complied with its obligations in paragraph 4.1.
5. Term and Termination
5.1 If either party decides not to continue to be involved in the Purpose with the other party, it shall notify that party as soon as reasonably practicable.
5.2 Notwithstanding the termination of discussions between the parties in relation to the Purpose pursuant to paragraph 5.1, the obligations of each party shall continue for a period of five years from the termination of this letter agreement, apart from the parties’ obligations under paragraph 4 which shall continue in force until performed in full.
6 Acknowledgment and inadequacy of damages
6.1 Each party acknowledges and agrees that the Confidential Information may not be accurate or complete and it makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.
6.2 Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this letter agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this letter agreement.
7. Third party rights
7.1 Unless it expressly states otherwise, this letter agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
7.2 The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
8. Governing law and jurisdiction
8.1 Governing law. This letter agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
8.2 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter agreement or its subject matter or formation.