In these Terms and Conditions, “we”, “us”, “our”, and “Receiver” are used as a reference to Bloom IP and “you”, “your”, “yourself” and “the Discloser” are references to [you] the person, legal or individual, with whom we have detailed as the Discloser.
This Agreement is between Bloom IP and the [You] the Discloser. In this Agreement the following words shall have the following meanings:
Receiver means Bloom IP of No 1 Leeds. 26 Whitehall Road. Leeds. England. LS12 1BE.
Discloser means [your name and Address].
Confidential information means and relates to [details of your confidential information].
Including technical and business information relating to the Discloser’s proprietary ideas, patent / patents, designs, copyrights and/or trade secrets, existing and/or contemplated products, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models / prototypes, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
Confidential Information shall also include and we shall have a duty to protect it, other confidential and / or sensitive information which :
Is disclosed by you in writing and marked as ‘Confidential’ (or with other similar designation) at the time of the disclosure.
Is disclosed by you in any other manner and identified as ‘Confidential’ at any time of the disclosure.
It is understood and agreed that you would like to exchange certain information to us that you consider to be confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, we agree as follows :
We shall use the Confidential Information only for the purpose of evaluating a potential business relationship with you.
We shall limit disclosure of the Confidential Information within our own organisation, our partners, members and/or employees on a need to know basis.
We shall not disclose Confidential Information to any third party (whether an individual, corporation or other entity) without firstly obtaining a signed confidentiality agreement from the third party and providing a copy of the same to you prior any disclosure.
We shall have satisfied our obligations under the paragraphs above if we, our employees, agents, consultants, and others who are permitted access to or use the Confidential Information take affirmative measures to ensure compliance with these confidentiality obligations.
This Agreement imposes no obligation upon us with respect to any Confidential Information :
That was in our possession before receipt from you.
Becomes a matter of public knowledge through no fault of ours.
That is rightfully received by us from a third party not owing a duty of confidentiality to you or without authorisation from you.
You warrant that you have the right to make the disclosures under this Agreement.
This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon us any rights, license or authority in or to the information exchanged, except the limited right to use of the Confidential Information as specified.
Furthermore and specifically, no license or conveyance of any intellectual property rights is granted to us or implied by this Agreement.
You are under no obligation under this Agreement to purchase any service from us.
We both acknowledge and agree that the exchange of information under this Agreement shall not commit or bind us to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
You and us shall not be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organisation, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.
Third Party Rights
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any provision of this Agreement. If any of the provisions in this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.
This Agreement contains the entire agreement between you and us concerning the disclosure of Confidential Information and supersedes any previous contracts, agreements, arrangements, undertakings or proposals, oral or written. Any addition or modification to this Agreement must be made in writing and signed by authorised representatives of both parties.
Governing Law and Jurisdition
This Agreement shall be governed by and construed in accordance with the law of England and we hereby submit to the exclusive jurisdiction of the English courts.