TERMS & CONDITIONS - please read carefully
THIS AGREEMENT is made : BETWEEN
- Definitions and interpretation:
- a) BLATANT Limited, a company registered in England and Wales with company number 5070386, whose registered office is at 1 - 6 CLAY STREET, LONDON, W1U 6DA. ("BLATANT"); and
- b) Supplier, Client, Employee, or any individual or organization entering into communication with the above
- WHEREAS
- BLATANT and Company intend to engage in discussions and negotiations concerning the establishment of a business relationship in the field of design consultancy. In the course of such discussions and negotiations, it is anticipated that either party may disclose (the 'Disclosing Party') or deliver to the other party (the 'Receiving Party') certain trade secrets or confidential or proprietary information relating to the party and, if appropriate, its Affiliates, for the purpose of enabling the parties to evaluate the feasibility of such business relationship (the 'Purpose'). BLATANT and Company have entered into this Agreement in order to assure the confidentiality of such trade secrets and confidential or proprietary information in accordance with the terms of this Agreement.
- 1. Definitions
- In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
'Affiliate' means any Subsidiaries and Associated Companies;
'Associated Companies' means any associated company of either party from time to time within the meaning of Section 416 of the Income and Corporation Tax Act 1988;
'Approved Representatives' means those Representatives of the Receiving Party approved by the Disclosing Party in accordance with the provisions of Clause 3.1(a);
'Companies Act' means the UK Companies Act 1985 as amended by the Companies Act 1989;
'Confidential Information or Information' means:
'Group' 'Group' means in relation to Company any corporations which are Affiliates or their ultimate holding companies and in relation to BLATANT the BLATANT Group as defined herein;
'Representatives' means, in relation to either party, its directors, officers, employees and consultants or those of other companies within the Group and its professional advisors;
'Subsidiaries' means any subsidiary and holding companies of either party from time to time within the meaning of Section 736 of the Companies Act 1985 (as amended);
'BLATANT' means the group comprising of Cascade Creative Limited and Blatant Limited and any subsidiaries of Blatant Limited or Cascade Creative Limited from time to time. The term 'subsidiary' shall have the meaning given to such term in Section 736 of the Companies Act 1985 (as amended). BLATANT Limited is an independently managed and privately owned company.
- In this Agreement:
reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted;
words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and un-incorporate; and (in each case) vice versa;
any reference to a party to this Agreement includes a reference to his successors in title and permitted assigns;
the headings to the Clauses are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
- In this Agreement unless the context otherwise requires the following expressions shall have the following meanings:
- 2. OBLIGATIONS OF CONFIDENTIALITY
- 2.1
In consideration of the mutual exchange and disclosure of the Information, the Receiving Party undertakes in relation to the Information:- a) to maintain the Information confidential and to use the Information exclusively for the Purpose and for no other purpose;
- b) not to copy, reproduce or reduce to writing any part of the Information except as may be reasonably necessary for the Purpose without the prior written approval of the Disclosing Party and that any such copies or reductions to writing shall be the property of the Disclosing Party; and
- c) not to use, reproduce, transform or store any of the Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business without the prior written approval of the Disclosing Party, except as may be reasonably necessary for the Purpose, subject to secure access controls and only for the Approved Representatives.
- 2.1
- 3. CONFIDENTIALITY MEASURES
- 3.1
To maintain the confidentiality of the disclosed Information the Receiving Party shall:- a) not disclose the Information to anyone other than to such Representatives of the Receiving Party who require access to the Information for the Purpose and who are aware of the obligations of confidentiality relating to the Information and are obliged by their contracts of employment or are bound by a written agreement enforceable by the Disclosing Party not to disclose the same to any third party ('Approved Representatives');
- b) keep separate all Information and all information generated by the Receiving Party which derives from the Information from all documents and other records of the Receiving Party;
- c) apply to the Information no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information; and
- d) ensure that its Representatives do not contact any Representatives, other than the Approved Representatives, of the Disclosing Party with a view to obtaining Information about the Disclosing Party and its business.
- 3.2
To the extent that any Information is stored within a computer system or is stored in machine-readable form, the Receiving Party shall use all reasonable endeavours to ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement. - 3.3
The Receiving Party shall enforce the obligations set out in Clauses 2 and 3 at its own expense and at the request of the Disclosing Party and shall be responsible for any breach of this Agreement by the Approved Representatives.
- 3.1
- 4. LIMITATION ON OBLIGATIONS
- 4.1
The obligations of the Receiving Party undertakings contained in Clauses 2 and 3 shall not apply to any Information in relation to which the Receiving Party can prove by clear and convincing documentary evidence produced to the other that such Information:- a) was, is or has become lawfully available to the public otherwise than through breach of this Agreement; or
- b) was previously known to and at the free disposal of the Receiving Party; or
- c) was disclosed to the Receiving Party by a third party having the right to make such disclosure; or
- d) was independently developed by the Receiving Party without use of or reference to the Disclosing Partyâs Information.
- 4.2
If the Receiving Party is required to disclose all or part of the Information pursuant to any legal requirement of any country which has jurisdiction over the Receiving Party or any regulation or rule of any recognised stock exchange on which the Receiving Party's shares are listed or any governmental or quasi-governmental authority or is required to make any announcement concerning the Purpose it will be entitled to do so to the extent required by such relevant law or regulation PROVIDED THAT the Receiving Party shall immediately upon becoming aware that such disclosure is required, advise the Disclosing Party of the circumstances in which the disclosure is required and agree with the Disclosing Party the extent and timing of such disclosure and shall take reasonable and lawful action to avoid and/or minimize the extent of such disclosure.
- 4.1
- 5. RETURN OF INFORMATION
- 5.1
The Receiving Party shall immediately on the written request of the Disclosing Party return all documents and materials containing the Information or, if so required, shall at the request of the Disclosing Party destroy all material containing the Information (including any copies, analysis, memoranda or other notes made by the Receiving Party, or its Representatives) in its possession or under its custody or control and shall in addition remove any Information stored within any computer or word processing system whether or not in machine-readable form and certify in writing to the Disclosing Party that all such material has been destroyed. - 5.2
Notwithstanding completion of the Purpose or return or destruction of the documents and materials containing the Information, both parties shall continue to be bound by the undertakings set out in this Agreement.
- 5.1
- 6. DISCLAIMER AND WARRANTY
- 6.1
Each party reserves all rights in its Information and no obligations other than those expressly granted are to be implied from this Agreement. In particular, no licence is granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property or other rights now or in the future held, made or obtained by either party prior to or after the date of this Agreement whether or not contained in the Information. - 6.2
Nothing in this Agreement or its operation shall constitute an obligation on either party to enter the business relationship contemplated by the Purpose. - 6.3
Each party warrants its right to disclose its Information to the other and to authorise the Receiving Party to use the same for the Purpose. No other warranties are made by either party under this Agreement. Any information exchanged under this Agreement is provided 'as is'.
- 6.1
- 7. BLATANT GROUP BENEFIT
- 7.1
The Company acknowledges that all rights granted to BLATANT hereunder are for the benefit of BLATANT and for the additional purpose of conferring the same benefit on the BLATANT Group. The Company acknowledges that the rights of BLATANT and the obligations of the Company under this Agreement are also respectively rights of and obligations owed to the BLATANT Group and that any loss, damage, cost or liability incurred by the BLATANT Group shall also be and shall be deemed to have been incurred by BLATANT which may institute and maintain legal or other proceedings in its own name against the Company for compensation, damages and all other remedies of whatsoever nature in respect thereof in all respects as if BLATANT had incurred the same, subject to any applicable limitations contained in this Agreement. BLATANT and the Company may by agreement amend this Agreement without obtaining the consent of the BLATANT Group notwithstanding that other such amendments may relate to any such benefits conferred on the BLATANT Group hereunder.
- 7.1
- 8. CONFIDENTIALITY
- 8.1
Each party agrees to keep the existence and nature of this Agreement and the fact that the discussions and negotiations between the parties are taking place confidential and any announcement or circular relating to the existence or the subject matter of this Agreement shall first be approved by both parties as to its content, form and manner of publication.
- 8.1
- 9. REMEDIES
- 9.1
The parties acknowledge and agree that (a) damages may not be an adequate remedy for any breach of the provisions of this Agreement; (b) the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement; and (c) no proof of special damages shall be necessary for the enforcement of this Agreement.
- 9.1
- 10. WAIVER
- 10.1
No waiver by a party of a failure or failures by the other party to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other or further failure whether of a like or different character. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law.
- 10.1
- 11. ASSIGNMENT
- 11.1
The Company may not assign any of its rights or obligations under this Agreement in whole or in part without the prior written consent of BLATANT. Should the Company be purchased in whole or in part by a company whose business is in direct competition to BLATANT, all Confidential Information must be returned or destroyed, as set out in clause 5, unless agreed in writing by BLATANT within thirty business days following the transaction. - 11.2
BLATANT may assign or transfer to any company within the BLATANT Group any of its rights or obligations under this Agreement.
- 11.1
- 12. NOTICES
- 12.1
Any notice required or permitted to be given under this Agreement will be deemed sufficiently given (a) the following business day after having been sent by first class post for priority, next day delivery (b) upon confirmation of receipt by the recipient after having been sent by electronic mail or facsimile in each case to the applicable registered office or by such other means as the parties may hereafter agree in writing.
- 12.1
- 13. SEVERABILITY
- 13.1
In the event that any provision of this Agreement shall be held by a court of a competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement will continue in full force and effect and will not be invalidated, impaired or otherwise affected.
- 13.1
- 14. COUNTERPARTS
- 14.1
This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be an original, but all of which will together constitute the same instrument.
- 14.1
- 15. GOVERNING LAW
- 15.1
This Agreement may be executed in one or more counterparts, each of which when so executed and delivered will be an original, but all of which will together constitute the same instrument.
- 15.1
- 16. ENTIRE AGREEMENT
- 16.1
This Agreement constitutes the whole Agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior discussions between the parties and/or their Representatives and all representations, warranties or undertakings with respect to the subject matter of this Agreement except as expressly incorporated in this Agreement. Except in the case of fraudulent misrepresentation, the only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for breach of contract. By continuing with communications with BLATANT you are signifying your authorisation to comply with this Agreement
- 16.1
Purchase order terms and conditions (supplier) click here
Invoice terms and conditions (client) click here
If you disagree with any of these terms and conditions contact us immediately BEFORE entering into any contract with BLATANT LIMITED.
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Contact: +44 (0) 20 7580 2344
or email: info@blatantgroup.com