What we are stating and why: ‘The Purpose’.
By stating and signing this letter, we Commercial Reclaim Ltd., of 112a Southchurch Road, Southend-On-Sea, Essex, SS1 2LX, commit to preserving your Confidential Information, including your financial information and any trade secrets, according to the terms of this letter.
This letter evidences our good faith intentions and respect for your business. It provides a way for you to disclose otherwise confidential ideas and all submitted financial information with confidence. It takes effect from the date that it is signed.
We, Commercial Reclaim Ltd., have identified potential collaboration and other opportunities for our respective businesses. We intend to discuss these in detail and to further explore them together (the Purpose).
At this stage, these are purely discussions. Nothing in this letter statement (or its manner of exchange and signing) places either you or us under any obligation to enter into any agreement.
Our discussions will involve the disclosure of information and materials that are confidential to you.
In addition to any ordinary meaning attributed to the word ‘confidential’ and for the avoidance of any doubt, for these purposes, ‘Confidential’ means unpublished, not externally communicated outside the business, or otherwise not publicly or generally accessible information and materials. Where it is not clear whether information or materials disclosed by you is confidential, the recipient of the information shall at all times air on the side of caution and treat that information or material as confidential unless it is expressly confirmed in writing to the contrary.
Confidential Information covers information and materials that could include confidential, financial, proprietary information relating to our business activities, customers, clients, suppliers, or market opportunities as well as the operations, processes, product information, know-how, technical information, designs, trade secrets and software produced or owned by you. It may also include information, findings, data, or analysis derived from Confidential Information.
In consideration of agreeing to disclose Confidential Information to us, we agree to keep such information secret and confidential and to not use it in any way except to fulfil the Purpose. This statement applies however that Confidential Information is recorded or preserved, however it is made available (whether directly or indirectly), whether before or after the date of this letter statement (in any form or medium).
We state that we will only disclose the Confidential Information to those partners, officers, employees, advisers, affiliates, and agents within or connected with our organisations that strictly need to know the relevant Confidential Information for the Purpose. We also state to ensure that every such person complies with the obligations set out in this letter statement.
We acknowledge and state that we may disclose the Confidential Information to the extent required by any order of any court of competent jurisdiction or any regulatory, judicial, governmental, or similar body or taxation authority of competent jurisdiction.
Limitations on obligations
The obligations do not apply to any information that was lawfully known by us before it was disclosed.
If any Confidential Information subsequently becomes public knowledge, by reasons other than a direct or indirect breach of this statement the obligations set out above will cease to apply to that particular Confidential Information – not all of the Confidential Information, unless all of it, in its entirety, is affected by this legitimate disclosure.
Return of the Confidential Information
If requested, we agree to destroy or return all documents (originals and copies) and other records of the Confidential Information that have been supplied or generated by you.
If the Confidential Information is stored in electronic form, we agree to permanently erase all such Confidential Information from our computer and communications systems and devices and to provide you with written confirmation that this has been done.
If either of us decides not to continue to be involved in the Purpose, we each agree to notify the other in writing immediately.
The termination of this letter statement shall not affect any accrued rights or remedies to which either party is entitled.
Acknowledgement of Inadequacy
We acknowledge that the Confidential Information may not be accurate or complete and you do not make any warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.
This letter statement represents the entire statement in relation to the subject matter of it and supersedes all written or verbal correspondence or documentation exchanged between us.
We do not intend this to be a partnership or agency relationship and we confirm that we are acting on our own behalf.
Governing law and jurisdiction
This letter statement and any dispute 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.
We state that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter or its subject matter or formation.
Commercial Reclaim Ltd.