MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION
DATE: THIS AGREEMENT dated _______________is made by and between:
(1) MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION (the “Discloser “)
(2) ___________________ of email ____________________ (the “Client“)
Together “the Parties”
A. The Parties wish to enter into this agreement with regard to Confidential Information in the field of Private Commerce Solutions (the “Field”).
B. The Client wishes to receive Confidential Information in the Field from MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION for the purpose of considering whether to enter into a further agreement with a MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION accredited administrator (the “Permitted Purpose”).
C. MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION believes that the confidential information relating to or concerning the Field it wishes to disclose is particularly valuable, sensitive, and secret and therefore, after discussion with the Client, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION wishes to disclose that Confidential Information only to the Client.
D. This Agreement sets out the provisions on which MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION is willing to disclose and that the Client is willing to receive the Confidential Information.
THE PARTIES AGREE AS FOLLOWS:
1.1 In this agreement, the following words and expressions shall have the following meanings, unless the context requires otherwise:
(a) In respect of Information provided in documentary form or by way of platform access or webinars or other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and
(b) In respect of Information that is imparted orally, any information that MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION or its representatives informed the Client of at the time of disclosure was imparted in confidence and that is also reduced to writing, marked ‘Confidential’ and sent to the Client within 30 days of the original, oral disclosure; and
(c) In respect of Confidential Information imparted orally, any note or record of the disclosure and any material prepared by the Client that incorporate any Confidential Information; and
(d) Any copy of any of the foregoing; and
(e) The fact that discussions are taking place between MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION and the Client.
The date recorded on page 2.
Shall include Information whether of a technical, commercial or any other nature whatsoever, provided directly or indirectly by MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to the Client in oral or documentary form or by way of platform or webinar access or other tangible or intangible form or by demonstrations and whether before, on or after the date of the agreement.
MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION and the Client and “Party” shall mean either of them;
1.2 References to “other”, “including” and “in particular” shall not limit the generality of any following words or be construed as being limited to the same class as the following words where a wider construction is possible.
1.3 Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as respectively amended or re-enacted or as their application has been modified by other provisions and shall include any orders, regulations, instruments or other subordinate legislation under the relevant statute or statutory provision.
1.4 References to “Clauses” and “Schedules” are to clauses in and schedules to this agreement (unless the context otherwise requires). Any Schedule to this Agreement shall be deemed to form part of this agreement.
1.5 Headings are inserted for convenience only and shall not affect the construction of this agreement.
1.6 References to “persons” shall be deemed to include natural persons, companies and other bodies corporate, unincorporated associations, partnerships, firms and government bodies, governments, states and any other organisations (whether or not in each case having separate legal personality).
1.7 A reference to any gender shall be deemed to include a reference to any other gender. The singular shall be deemed to include the plural and vice versa.
MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION shall provide the Confidential Information on the Commencement Date (or such later date as the Parties may agree) and shall continue to provide the Confidential Information until this is either varied by the agreement of the parties or terminated in accordance with Clause 6 of this Agreement (the “Termination“).
3.1 In consideration of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION providing Confidential Information, at its discretion, to the Client, the Client shall:
3.1.1 Keep the Confidential Information secret and confidential;
3.1.2 Neither disclose nor permit the disclosure of any Confidential Information to any person, except for disclosure to a court or other public body in accordance with clause 5;
3.1.3 Not use the Confidential Information for any purpose, whether commercial or non-commercial, other than the Permitted Purpose;
3.1.4 Make no copies of the Confidential Information; and
3.1.5 Take proper and all reasonable measures to ensure confidentiality of the Confidential Information.
4.1 Subject to Clause 4.2, the Client shall (a) at MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION request, and also (b) upon the termination of this agreement:
4.1.1 return and provide to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION all documents and other materials that contain any of the Confidential Information, including all copies made by the Client’s representatives;
4.1.2 permanently delete all electronic copies of Confidential Information from the Client’s computer systems; and
4.1.3 provide to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION a certificate, signed by the Client, confirming that the obligations referred to in clauses 4.1.1 and 4.1.2 have been met.
4.2 As an exception to its obligation under clause 4.1, the Client may retain one copy of the Confidential Information, in paper form, in the Client’s legal files for the purpose of ensuring compliance with the Client’s obligations under this agreement.
4.3 Following the date of any termination of this agreement, or any return of Confidential Information to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION (“Final Date”), (a) The Client shall make no further use of the Confidential Information, and (b) the Client’s obligation under this agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date in each case for a period of 10 years from the date of this Agreement Final Date.
5. Disclosure to court
5.1 To the extent that the Client is required to disclose Confidential Information by order of a court or other public body that has jurisdiction over the Client, it may do so. Before making such disclosure the Client shall, if the circumstances permit,:
5.1.1 Inform MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION of the proposal as soon as possible and if possible before the court or other public body orders the disclosure of the Confidential Information;
5.1.2 Ask the court or other public body to treat the Confidential Information as confidential; and
5.1.3 Permit MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to make representations to the court or other public body in respect of the disclosure and/or confidential treatment of the Confidential Information.
6. Termination and Variation
6.1 MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION may terminate this agreement at its absolute discretion with 1 days notice, in writing to the Client, if the Client:
(a) Commits a material breach of this agreement which is not capable of remedy;
(b) is guilty of fraud, default, or dishonesty in connection with the use of the Confidential Information;
7.1 The Client acknowledges and agrees that all property, including intellectual property, in the Confidential Information shall remain with and be vested in MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION.
7.2 Both Parties undertake that they are entitled to enter this agreement and to perform their obligations herein.
7.3 This agreement does not include, expressly or by implication, any representations, warranties or other obligations:
7.3.1 to grant the Client any licence or rights other than as may be expressly stated in this Information;
7.3.2 to require MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to disclose, continue disclosing or update any Confidential Information;
7.3.3 to require MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to negotiate or continue negotiating with the Client with respect to any further agreement, and either may withdraw from such negotiation at any time without liability; nor as to the accuracy, efficacy, completeness, capabilities, safety or any other qualities whatsoever of any information or materials provided under this agreement.
7.4 No right or licence is granted by MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to the Client in relation to the Confidential Information.
7.5 This agreement will be executed and accepted electronically by the Client on their first entry to any of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION Information platforms.
7.6 Neither Party (without the prior written consent of the other Party) can assign, transfer, sub-contract, sub-license or otherwise dispose of the benefit or the burden of this agreement.
7.7 This agreement executed by the Parties, together with any documents referred to in it, constitutes the whole agreement between the Parties to its subject matter and supersedes and extinguishes any prior drafts of agreements relating to such subject matter.
7.8 No variation of this agreement shall be effective unless made in writing and signed by each of the Parties.
7.9 The rights and remedies provided in this agreement are cumulative and not exclusive of any rights and remedies provided by law or otherwise.
7.10 No breach by any Party of any provision of this agreement shall be waived or discharged except with the express written consent of the other Party.
7.11 No failure or delay by any Party in exercising any right, power or privilege under this agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by any Party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
7.12 The Client undertakes to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION that, for a period of 10 years from the date of this agreement, it shall not, directly or indirectly, make any investment in, or otherwise be involved in controlling or managing, any company involved in developing the same or similar Private Commerce Solutions or processes relating to, without the prior written consent of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION.
7.13 MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION is not under any obligation to reimburse any costs and expenses which the Client or its representative may incur in connection with the Permitted Purpose.
7.14 The Client is acting in relation to the Permitted Purpose as principal and not as agent or broker for or in concert with any other person.
7.15 The Client acknowledges and agrees that any breach of this agreement could cause injury to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION and damages would not be an adequate remedy. In the event of a breach or threatened breach by the Client, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION shall be entitled to apply for injunctive relief in any court of competent jurisdiction and the Client shall not oppose any such application. The Client shall indemnify MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION against all costs, claims, demands and liabilities arising directly or indirectly from a breach. Nothing contained in this agreement shall be construed as prohibiting MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION from pursuing any other remedies available to it for a breach or threatened breach.
7.16 The Parties shall not arrange nor permit the publication of any information regarding the results or outcome of the Confidential Information without the proper written consent of the other party, such consent not to be unreasonably withheld.
7.17 The Client acknowledges the obligations entered into under this agreement are binding on them personally. In the case the Client breaches any obligation in the Agreement, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION will have the right to take legal and other action against you and in the event of a court awarding damages, the Client will be personally liable to pay them.
7.18 This agreement does not create any right enforceable by any person who is not party to it under the Contracts (Rights of Third Parties) Act 1999.
7.19 The validity, construction and performance of this agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties hereby submit, except that a Party may seek an interim injunction in any court of competent jurisdiction.
8.1 Notices under this Agreement shall not be valid unless in writing and sent to a Party:
8.1.1 at its address set out at the head of this agreement; or
8.1.2 by email to the email addresses set out below,
and in each case, marked and for the attention of the relevant person set out below with copies sent to the relevant person set out below:
MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION
8.2 A Party may change its notice details by serving notice on the other Parties of the change in accordance with this Clause 14.
8.3 Notices sent as above shall be deemed to have been received:
(a) if delivered personally, on delivery;
(b) if sent by first class mail, three working days after the day of posting;
(c) if sent by email, one working day after the day of sending.
Name: Terence Franks, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION
Any and all descriptions, terms referenced in this agreement will have the meaning or meanings in accordance with the Oxford English Dictionary.