Buyer Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is made effective as of (“Effective Date”) by and between:
Products Pending, a business entity currently in formation and not yet incorporated or trading, with principal address at 1 The Road, Liverpool, L11 7PW (“Discloser” or “Licensor”)
and
[Company Name to be completed upon registration]
[User Name to be completed upon registration]
[Address to be completed upon registration]
(“Recipient” or “Licensee”)
1. Purpose
1.1 The purpose of this Agreement is to set out the terms under which Confidential Information will be disclosed by the Discloser to the Recipient for the purpose of evaluating and negotiating licensing opportunities via the Products Pending platform.
2 Definitions:
2.1 Confidential Information means any information, findings, data, or analysis derived from Confidential Information disclosed by the Discloser to the Recipient, whether oral, written, electronic, or in any other form, including but not limited to business plans, designs, ideas, trade secrets, financial information, and any other information identified as confidential or proprietary.
2.2 Confidential Information does not include information that:
(a) Is or becomes publicly available other than through breach of this Agreement;
(b) Was known to the Recipient on a non-confidential basis prior to disclosure;
(c) Is received from a third party not under confidentiality obligations;
(d) Was lawfully in the Recipient’s possession before disclosure;
(e) Is independently developed by the Recipient without use of Confidential Information;
(f) Is agreed in writing not to be confidential.
3. Confidentiality Obligations
3.1 The Recipient shall:
(a) Keep Confidential Information secret and confidential;
(b) Use Confidential Information solely for the Purpose agreed between the parties;
(c) Not disclose Confidential Information except as permitted by this Agreement;
(d) Restrict access to Representatives who need to know and are bound by confidentiality obligations;
(e) Not disclose Confidential Information to any third party without prior written consent of the Discloser.
3.2 The Recipient shall maintain adequate security measures, including any reasonable measures proposed by the Discloser, to safeguard Confidential Information from unauthorised access or use.
4. Permitted Disclosure
4.1 The Recipient may disclose Confidential Information to its Representatives provided it:
(a) Informs them of the confidential nature before disclosure;
(b) Ensures they comply with confidentiality obligations equivalent to this Agreement.
4.2 The Recipient is liable for any breach by its Representatives.
5. Mandatory Disclosure
5.1 The Recipient may disclose Confidential Information to the minimum extent required by:
(a) Court order or regulatory authority;
(b) Rules of any stock exchange or listing authority.
6. Return or Destruction of Confidential Information
6.1 Upon written request by the Discloser, the Recipient shall within thirty (30) days:
(a) Return or destroy all documents and materials containing Confidential Information;
(b) Erase Confidential Information from electronic systems, including third-party storage where practicable;
(c) Certify in writing compliance with these obligations.
6.2 The Recipient may retain information required by law or regulatory compliance, subject to continued confidentiality obligations.
7. Reservation of Rights and Acknowledgements
7.1 Each party reserves all rights in its Confidential Information. No license or rights are granted except as expressly stated.
7.2 No warranties are made regarding accuracy or completeness of Confidential Information.
7.3 Disclosure does not constitute an offer or commitment to enter into further agreements.
7.4 Damages may be inadequate remedy; parties may seek injunctive or equitable relief.
8. No Obligation to Continue Discussions
8.1 No party is obliged to continue negotiations or disclose further information.
9. Duration
9.1 Discussions end on the later of:
(i) Three (3) years from the Effective Date; or
(ii) Written notice by either party to end discussions.
9.2 Confidentiality obligations survive for three (3) years after discussions end.
9.3 Accrued rights and remedies survive termination.
10. No Partnership or Agency
10.1 No partnership, joint venture, or agency is created.
10.2 Each party acts on its own behalf
11. Limitation of Liability
11.1 Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement.
11.2 The total liability of either party under this Agreement shall not exceed the amount paid or payable under this Agreement.
12. Indemnity
12.1 Each party agrees to indemnify and hold harmless the other party from and against any losses, damages, liabilities, costs, or expenses arising from any breach of this Agreement.
13. Force Majeure
13.1 Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or governmental actions.
13.2 The affected party shall notify the other promptly and use reasonable efforts to mitigate the impact.
14. Notices
14.1 All notices under this Agreement shall be in writing and delivered by hand, email (with confirmation), or registered mail to the addresses specified by the parties.
14.2 Notices shall be deemed received:
(a) if delivered by hand, upon delivery;
(b) if sent by email, upon confirmation of receipt;
(c) if sent by registered mail, three (3) business days after posting.
15. Assignment
15.1 Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party.
16. Dispute Escalation
16.1 Prior to initiating arbitration or litigation, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation.
16.2 If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to attempt mediation with a mutually agreed mediator before proceeding to arbitration.
17. Technology and Platform Availability
17.1 The Discloser shall use commercially reasonable efforts to ensure the availability and performance of the Platform.
17.2 The Discloser shall notify the Recipient promptly of any significant outages or disruptions and shall use reasonable efforts to restore service as soon as practicable.
18. General
18.1 Waiver: Failure to enforce any provision shall not constitute waiver.
18.2 Severability: If any provision is held invalid, the remainder shall remain in effect.
18.3 Relationship: The parties are independent contractors; no partnership or agency is created.
18.4 No Third-Party Beneficiaries: This Agreement does not confer rights on third parties.
18.5 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
19. Pre-Incorporation
19.1 The Discloser represents that it is currently in the process of incorporation and is not yet a registered company. Upon incorporation, the Discloser shall notify the Recipient in writing and this Agreement shall be deemed to be assigned to and assumed by the incorporated entity without further action. The Recipient agrees to be bound by this Agreement as if entered into with the incorporated entity from the Effective Date.
20. Governing Law and Jurisdiction
20.1 This Agreement is governed by the laws of England and Wales.
20.2 The courts of England and Wales have exclusive jurisdiction.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorised representatives as of [Date and Time].
​
For Products Pending (Licensor):
By:
Title:
For [Company Name] (Licensee):
By:
Title: