Oxford Lab Technologies – Non Disclosure Agreement

An AGREEMENT entered into by and BETWEEN.

Parties:

  • The Oxford Lab Technologies Website user,

(“the Recipient”)

(2)   Oxford Lab Technologies Ltd, a company registered in England under company number 10250680 whose registered office is at Kemp House, 160 City Road, London EC1V 2NX, UK.          

(“the Discloser”)

Recitals

  • Subject to the terms set out in this agreement the Discloser has agreed to disclose confidential information (as defined below) to the Recipient relating to the Discloser and its business partners.

  • The disclosure of confidential information is intended for the purpose of attempting to negotiate a business relationship, and for development, fabrication, and assembly of products and parts (including but not limited to Crystal Shifter) relating to the Discloser (“the Purpose”).
     
  • Undertakings

In consideration of the disclosure of information by the Discloser to the Recipient hereby undertakes with the Discloser (for itself and as trustee for its subsidiaries and shareholders):

  1. The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.
  1. The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party except to its employees who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 1.1 above and this clause 1.2
  1. The undertakings in clauses 1.1 and 1.2 above apply to all of the information disclosed by the Discloser to the Recipient.
  1. To implement measures that reserve access to the Confidential Information only to its trusted employees who require such information to facilitate the Purpose.

    1. To obligate any witness of the Confidential Information to abide by the terms set out in this agreement. The Recipient agrees to take on responsibility for any breach of the terms agreed by any such person.
  1. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.
  1. The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.

    1. To ensure that if an attempt is made by any third party requesting disclosure of Confidential Information or indicating an intention to obtain such information by imposing legal obligation on the Recipient, the Recipient will communicate in writing to the Discloser with the utmost of urgency detailing the specific information related to the request so that the parties involved in the Purpose can work collectively to ensure the Confidential Information remains in the strictest of confidence.

    1. The Recipient and its members will not directly or indirectly solicit or endeavour to entice away employees or associates of the Discloser who at the date of this agreement has access to the Confidential Information or canvas or solicit the custom or business from any individual or company.
  1. The undertakings in clause 1 will continue in force indefinitely.

2. Acknowledgement and Confirmation

The Recipient hereby acknowledges and confirms to the Discloser as follows:

2.1          The Discloser or any of its employees, subsidiaries, shareholders, agents, officers or advisers do not accept any responsibility, liability or warranty, expressed or implied with respect to the accuracy or completeness of the Confidential Information.

2.2          Furthermore no such liability can be raised against the Discloser in relation to any written or oral communication regarding the Confidential Information to the extent that such representation or statement is incorporated into any legally binding contract executed between the parties.

2.3          The provisions of this agreement shall remain in effect without regards for the Recipient withdrawing from any proposed transaction or the destruction or return of the Confidential Information.

2.4          The Recipient agrees that damages alone would not remedy any breach of the provisions within this agreement and accordingly, without prejudice to any and all other rights that the Discloser may have against the Recipient the Discloser will be entitled without proof of special damage to the remedies of injunction, specific performance and other equitable relief for any intended or actual breach of this agreement.

3. Exemption

The above undertakings shall not apply to Confidential Information which:

  • Is within or enters the public domain or becomes publicly available other than as a result of a breach of this agreement.

    • Becomes lawfully available to the recipient from a third party free from any confidential restriction; or
  • The Recipient is required to disclose;
  • by law;
  • by any rule or regulation of any stock exchange;
  • by any court procedure; or
  • by any rule or regulation of any governmental authority,

Provided that it is practical to do so the Recipient shall consult with the Discloser prior to such disclosure with a view to agreeing its timing and content.

4. Definition of Confidential Information

“Confidential Information” shall be regarded as any or all information in whatever form whether disclosed orally or in writing or whether eye readable or machine readable or in any other representation of form including, without limitation, the form, materials and design of any relevant equipment in whole or in part including any associated methods of operation and applications thereof, processes, formulae, plans, strategies, data, designs, specifications, photographs, drawings, technical literature and any related material made available by the Discloser to the Recipient during the course of the Purpose before or after this agreement comes into effect.

5. Severance


If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.

6. Governing Law and Jurisdiction

The provisions hereof shall be governed and construed by English law, and each party agrees to submit to the exclusive jurisdiction of English Courts.