employee confidentiality agreement

the company shall provide the employee with certain confidential information to reproduce documents and data

1. definitions and interpretations

in this agreement, except where the context otherwise requires, the following words shall have the following meanings

• ‘the company’ - means quickprint (south west) limited, sweetbrier lane, heavitree, exeter, ex1 3as
• ‘the employee’ - means employee of quickprint (south west) limited
• ‘confidential information’ - means any and all information disclosed by the company to the employee in a written or other tangible form. this information includes but is not limited to data; specifications; drawings; designs; formulae; know how; computer programmes or other software; commercial, financial or proprietary material; industrial and/or intellectual property. where such information is disclosed in oral, visual or machine-readable form, it should be confirmed by the disclosing party as such in documentary form within thirty days from its being disclosed
• ‘purpose’ - means any discussions and negotiations between or within the parties concerning or in connection with the establishment of business relationship between the parties
• ‘parties’- means the company as a discloser and as an employee. ‘party’ means either the company as a discloser or as an employee

2. confidentiality

• the employee acknowledges that it will receive from the company information and/or material of a confidential nature. unless information or material is specifically identified as being non-confidential, all information and material transmitted to the employee shall be treated as confidential information
• in consideration of the disclosure of the information by the company, the employee undertakes
• not to disclose to any third party such confidential information for a period of three years from the date such information becomes known to it, without the written permission of the company
• not to file patent applications or similar protection for inventions solely or partly arising from the results of the discussions and evaluations carried out under this agreement without the prior written consent of the company and not to file any such application in respect of, or which discloses in whole or in part, the company’s confidential information without the prior consent of the latter
• not to use, disclose or transfer in any way any of the company’s confidential information
• at any time upon request of the company, to return promptly to it all documents and other materials containing confidential information including all copies thereof

3. exceptions

• the undertakings contained in clause 2 shall not apply to any confidential information which
  i at the time of disclosure by the company is already known to the employee from a source other than the company under this agreement
  ii becomes known to the employee from third party with a lawful title
  iii is approved for release from the provisions of this agreement by written authorisation from the company
• in the event that the employee becomes legally required to disclose any confidential information to a third party, prompt notice shall be given to the company so that it may seek an appropriate remedy to prevent disclosure or waive compliance with the provisions of this agreement preventing disclosure
• if the employee becomes legally required to disclose any confidential information, it will be entitled to do so only to the extent so required

4. entire agreement

• this agreement shall constitute the entire agreement between the parties and supersedes any previous agreements, understanding, statements, warranties and communications between the parties relating to the disclosure of confidential information
• this agreement may be amended, varied or altered only by the written consent of the company

5. severability

if any provision of this agreement shall be held to be invalid or unenforceable by a judgement or decision of any court of competent jurisdiction or any authority whose decisions shall have the force of law binding on the parties, the same shall be severed from the remainder of this agreement which shall remain valid and enforceable to the fullest extent permitted by law

6. waiver

• the failure to exercise or delay in exercising a right or remedy provided by this agreement or by law shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies. no single or partial exercise of a right or remedy provided by this agreement or by law shall prevent any further exercise of the right or remedy or the exercise of another right or remedy
• except where this agreement provides otherwise the rights and remedies contained in this agreement are cumulative and not exclusive of rights or remedies provided by the law

7. non assignment

this agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either without the prior written consent of the other company

8. law and arbitration

this agreement and any disputes which may arise in connection with it shall be governed in all respects by english law and the parties hereto submit to the exclusive jurisdiction of the english courts

9. commencement and termination

• this agreement shall become effective as soon as it is signed by both parties and shall include any confidential information disclosed by the company prior to the date hereof
• this agreement remains in full force and effect for a period of six months after notice of termination has been given by the company, in writing
• the provisions detailed in clause 2 above shall survive the termination of the agreement. in witness whereof this agreement is executed by the duly authorised representatives of both parties