As a result of your business relationship with FisherITS or discussions regarding a potential business relationship between you and FisherITS, we may each be exposed to information which the discloser regards as proprietary or confidential.
Therefore, we both agree that all information which we receive or to which we otherwise have access, including the fact that we have entered into this or any other agreement with each other, (“the Information”) shall be received and held in confidence, subject to the terms of this Agreement unless otherwise exempted herein.
- Information will be disclosed or otherwise received in electronic, written, physical, visual or oral form. Each party agrees: (a) to maintain all Information in strict confidence and to use such Information solely for the purpose of furthering our business relationship; (b) to limit dissemination of such Information to our employees on a need-to-know basis and to inform such employees of the existence of this Agreement and its applicability to them.
- The foregoing obligations of confidentiality and non-use shall not apply to Information which a party can document:
- a) at the time of disclosure was generally known to the public or, after such disclosure, became generally known to the public other than by a breach of this Agreement by the receiving party; its employees or agents; or
- b) was already in the possession of the receiving party at the time of disclosure by the disclosing party and was not acquired directly or indirectly from the disclosing party; or
- c) was later received on a non-confidential basis from a third party having the right to impart such Information.
- The foregoing obligations of confidentiality shall not apply to information that is required by order of a competent authority to be disclosed in connection with any suit, action or other formal dispute related to the Information, or otherwise required to be disclosed as a matter of law; provided that prior written notice of such disclosure is furnished as soon as practicable in order to afford an opportunity to seek a protective order (it being agreed that if the disclosing party is unable to obtain or do not seek a protective order and the receiving party is legally compelled to disclose such information, disclosure of such information may be made without liability).
- Information shall not be deemed to be within one or more of the foregoing exceptions merely because any part of such Information is embodied in general disclosures or because individual features, components or combinations are now or hereafter become publicly known.
- Either party may at any time terminate this agreement effective upon written notice to the other. However, termination shall not relieve a party of the obligations of confidentiality and non-use respecting Information disclosed prior to such termination.
- Nothing contained in this agreement shall be understood as granting a party any rights in or to the Information (all which are specifically retained by the disclosing party) or as requiring a party to purchase or to supply any goods or services.
- You acknowledge that We are subject to professional and regulatory audit by the Institute of Chartered Accountants in England and Wales (“ICAEW”) to keep and, upon request, disclose information in your control for the purposes of professional regulation. You acknowledge that We may retain such parts of the Information as strictly necessary for us to comply fully with these regulatory obligations. In addition to the foregoing, you acknowledge that We have a professional obligation to maintain a proper audit trail of work done in carrying out any subsequent audit services and agree that, only if such services are eventually instructed to be carried out, you shall not require possession or the destruction of such material strictly pertinent to the audit trail. For the avoidance of doubt, nothing in this paragraph shall be taken as a derogation from the obligations of confidence set out herein.
- The parties hereto at all times remain independent contractors and no express or implied representations to the contrary shall be made.
- This agreement shall be governed by the laws of England pertaining to contracts without recourse to any conflicts of laws principles and both parties agree to submit to the exclusive jurisdiction of the competent English courts. The agreement may not be amended or modified except in writing signed by both parties. This agreement shall be binding upon the parties hereto and their successors in business but shall not otherwise be assignable.