This Agreement governs the disclosure of information by the Disclosor to the Recipient and the handling of that information by the Recipient. Please read this Agreement carefully. To accept the terms of this Agreement, the Recipient must complete and submit the checkbox marked “I have read and agree to the Non-Disclosure Agreement” shown at registration.
1. Definitions
1.1 In this Agreement:
“Agreement” means this agreement, and any amendments to this agreement from time to time;
“Business Day” means any weekday other than a bank or public holiday in England;
“Disclosor” means Hyperlocal FYI Limited, a company incorporated in England and Wales under registration number 14365082, and our registered office is at Windover House, St. Ann Street, Salisbury, England, SP1 2DR, United Kingdom;
“Disclosor Confidential Information” means any information disclosed by or on behalf of the Disclosor to the Recipient at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by the Recipient (acting reasonably) to be confidential;
“Effective Date” means the date of execution of this Agreement;
“Recipient” means the person (natural or legal) identified as such on the applicable submitted acceptance form; and
“Term” means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.
2. Term
2.1 This Agreement shall come into force upon the Effective Date.
2.2 This Agreement shall continue in force indefinitely subject to termination in accordance with Clause 5 or any other provision of this Agreement.
3. Recipient confidentiality obligations
3.1 The Recipient must:
(a) keep the Disclosor Confidential Information strictly confidential;
(b) not disclose the Disclosor Confidential Information to any person without the Disclosor's prior written consent, and then only under conditions of confidentiality approved in writing by the Disclosor;
(c) use the same degree of care to protect the confidentiality of the Disclosor Confidential Information as the Recipient uses to protect the Recipient's own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to the Disclosor Confidential Information.
3.2 Notwithstanding Clause 3.1, the Recipient may disclose the Disclosor Confidential Information to the Recipient's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Disclosor Confidential Information for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Disclosor Confidential Information.
3.3 This Clause 3 imposes no obligations upon the Recipient with respect to:
(a) Disclosor Confidential Information that is known to the Recipient before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) Disclosor Confidential Information that is or becomes publicly known through no act or default of the Recipient;
(c) Disclosor Confidential Information that is obtained by the Recipient from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of an obligation of confidentiality; or
(d) information that is independently developed by the Recipient without reliance upon or use of any Disclosor Confidential Information.
3.4 The restrictions in this Clause 3 do not apply to the extent that any Disclosor Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request. If the Recipient makes a disclosure to which this Clause 3.4 applies then, to the extent permitted by applicable law, the Recipient shall promptly notify the Disclosor of the fact of the disclosure, the identity of the disclosee, and the Disclosor Confidential Information disclosed.
3.5 Upon the termination of this Agreement, the Recipient must immediately cease to use the Disclosor Confidential Information.
3.6 Following the date of effective termination of this Agreement, and within 5 Business Days following the date of effective termination of this Agreement, the Recipient must:
(a) irreversibly delete from its media and computer systems all copies of the Disclosor Confidential Information (and ensure that the Disclosor Confidential Information is irreversibly deleted from the media and computer systems of all persons to whom the Recipient has directly or indirectly disclosed that Disclosor Confidential Information);
(b) ensure that no other copies of the Disclosor Confidential Information remain in the possession or control of the Recipient (or the possession or control of any person to whom the Recipient has directly or indirectly disclosed the Disclosor Confidential Information);
(c) certify in writing to the Disclosor that it has complied with the requirements of this Clause 3.6,
subject in each case to any obligations that the Recipient has under this Agreement to supply or make available to the Disclosor any data or information, and providing that the Recipient shall have no obligation under this Clause 3.6 to delete or to cease to possess or control any of the Disclosor Confidential Information to the extent that the Recipient is required by applicable law to retain that Disclosor Confidential Information.
3.7 The provisions of this Clause 3 shall continue in force indefinitely following the termination of this Agreement.
4. Warranties
4.1 The Disclosor warrants to the Recipient that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
4.2 The Recipient warrants to the Disclosor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
4.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
5. Termination
5.1 Either party may terminate this Agreement by giving at least 5 business days written notice of termination to the other party.
6. Effects of termination
6.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 6 and 7.
6.2 Except to the extent expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.
7. General
7.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
7.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
7.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
7.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
7.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
7.6 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.
7.7 Subject to Clause 7.6, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
7.8 This Agreement shall be governed by and construed in accordance with English law.
7.9 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.