Confirmation of non-disclosure of confidential information
1 DISCLOSURE
1.1 In consideration of your disclosure to us of operational, financial and other information regarded by MagiKats Ltd to be confidential or commercially sensitive relating to the MagiKats Franchise Business including, but not limited to:
· The methods (the “System”) of conducting and marketing the business
· Examples of information regarded by MagiKats to be confidential information or commercially sensitive information include:
· Product or service specification.
· Research and development.
· The MagiKats business and teaching system.
· Workflow procedures.
· Costing, profit margins, discounts, rebates and other financial information
· Marketing systems and strategies.
· Current activities and future plans relating to all or any of development, service, products, marketing or sales including the timing of any such matters.
· The development of new products or services.
· Technical design or specification of the products or services.
and other information (whether or not contained in documents) relating to this (together the ‘Protected Material’) for the purposes of assessing the MagiKats Franchise with a view to becoming a Franchisee (‘Purpose’), we will keep the Protected Material confidential. Accordingly, for a period of two years from the date of this agreement, we shall not, without your prior written consent, either:
a) communicate or otherwise make available the Protected Material to any third party (other than to any employee of ours who needs to have access to the Protected Material in connection with the Purpose, provided that we ensure that such employee complies with the confidentiality obligations set out in this agreement, or as provided in clause 1.2); or
b) use the Protected Material for any purpose other than the Purpose.
1.2 We may disclose the Protected Material to the minimum extent required by:
a) any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; or
b) the rules of any listing authority or stock exchange on which our shares are listed or traded;
A period of two years is suggested as the default position for the duration of the confidentiality obligations, as this is a reasonable period that would cover most situations. For example, this time limit corresponds to the maximum time limit for publication of a company's accounts, which means that any financial information relating to company's affairs is likely to be common knowledge within this period. Therefore, a court is likely to uphold a two year term in most cases.
However, in other cases, a longer period may be chosen. For example, if the confidentiality letter is dealing with information relating to a patent term, a time period of 20 years may be appropriate (as this is equivalent to a patent term).
You should take care to select a time period which is appropriate for the type of material that the letter is intended to protect.
2 LIMITATIONS ON OBLIGATIONS
The obligations set out in clause 1 shall not apply, or shall cease to apply, to such of the Protected Material that:
a) is or has become publicly available other than through disclosure by us in breach of this agreement; or
b) was already known to us prior to disclosure by you; or
c) has been received by us from a third party who did not to our knowledge acquire it in confidence from you or from someone owing a duty of confidence to you.
3 RETURN OF THE PROTECTED MATERIAL
We shall, whenever you so request, either destroy or return to you all documents and other records of the Protected Material or any of it in any form and whether or not such document or other record was itself provided by you.
4 GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.