In consideration of the Disclosing Party agreeing to supply or having supplied confidential information relating to Dum Dum Doughnuts including written material, electronically stored and transmitted information, drawings, photographs, processes, samples, equipment, ingredients, recipes, know-how and business plans (the Confidential Information) the Receiving Party acknowledges and agrees as follows:
a) to hold the Confidential Information in confidence and not to disclose or permit it to be made available to any person, firm, company or other party without the prior written consent of the Disclosing Party.
b) not to make use of the Confidential Information for any other purpose than the purpose for which it was disclosed.
c) to ensure that each person to whom the Receiving Party discloses and Confidential Information is made fully aware in advance of the obligations in this Agreement and that each such person gives a written undertaking in respect of the Confidential Information in terms of this Agreement and to provide the Disclosing Party with copies of all such written undertakings.
d) upon written demand by the Disclosing Party either to return any documents or materials containing the Confidential Information together with any copies or to confirm in writing that, save as required by law or regulation, it has been destroyed.
e) to provide the Disclosing Party with full details of any authorised or unauthorised disclosure of any of the Confidential Information of which the Receiving Party becomes aware.
f) that except as otherwise agreed in writing no warranty is given or any representations made as to the accuracy of otherwise of any part of the Confidential Information.
g) that this Agreement shall be governed by and construed in accordance with English Law and the parties irrevocably submit to the non-exclusive jurisdiction of the Courts of England and Wales in respect of any claim, dispute or difference arising out of or in connection with this Agreement.
Nothing above shall apply to any information:
a) which at the time of its disclosure is in the public domain
b) which after disclosure comes into the public domain for any reason except failure on the part of the Receiving Party, or failure on the part of any person to whom the Receiving Party has disclosed any of the Confidential Information, to comply with the terms of this Agreement.
c) which is disclosed by an authorised representative of the Disclosing Party on a non-confidential basis.
d) which was lawfully in the possession of the Receiving Party prior to such disclosure
e) which is subsequently received by the Receiving Party from a third party without obligations of confidentiality (and, for the avoidance of doubt, the Receiving Party shall not be required to enquire
whether there is a duty of confidentiality): or
f) which the Receiving Party, or any person to whom the Receiving Party has disclosed any Confidential Information, are required to disclose, retain or maintain by law or any regulatory or government authority.