1. Confidential Information

Confidential Information means any information which is of any commercial and/or business and/or scientific value to designflow and you and/or that may not be freely disclosed by either.

The notion Confidential Information shall (further) include, without being limited thereto,

1. any information contained in or relating to any Intellectual Property Right and/or Know How of designflow or you;
2. any information relating to the business and/or business operations of designflow or you and/or to the business and/or business operations of any company related to either;
3. any information relating to (i) any of the clients and/or any of the other relations of designflow and you, including without being limited thereto, the names and particulars as to the address(es) of any such client(s) and/or relation(s)
4. any information comparable to the aforesaid information referred to in this agreement.

Confidential Information shall include information disclosed to designflow or you by a third party and any Confidential Information that has been disclosed to designflow or you, or that has become known to either in any other way, prior to and/or at the occasion of entering into this Confidentiality Agreement and/or thereafter. Confidential information shall not, however, include any information which has to be disclosed to any court or any governmental or regulatory authority under any applicable law, rule or regulation compelling designflow or you to disclose such information, provided however that either will first perform all of their obligations under articles herein.

For the purposes of this Confidentiality Agreement, the notion Intellectual Property Rights shall mean copyrights, database rights, patents, trademarks, trade names, designs, licenses in respect of any intellectual property right, and all (other) intellectual property and proprietary rights which exist in any part of the world, whether registered or not, together with all applications and rights to apply therefore and all renewals, extensions and revivals thereof.

For the purposes of this Confidentiality Agreement the notion Know How shall mean any and all information and/or knowledge and/or experience that has or may have a business and/or commercial and/or scientific value to designflow and that is not publicly known.

2. Confidentiality and the use of Confidential Information

designflow and you shall:

Hold Confidential Information that is disclosed by designflow or you, or has become known to either in any other way, directly or indirectly, in writing, orally or otherwise, prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter, secret and not disclose any such Confidential Information to any person or entity, except in any case where such information may be disclosed and where any such disclosure will take place fully in accordance with such articles herein.

Use Confidential Information solely in order to enable designflow and you (a) to evaluate and/or engage in discussions concerning any Contract(s) to be entered into between either and/or (b) to perform their obligations under the Contract(s) entered into between designflow and you in view whereof the Confidential Information has been disclosed, and in all cases in the interest of designflow.

It is expressly agreed between designflow and you that neither shall distribute copies or otherwise reproduce or use in any form or by any means the Confidential Information.

Both designflow and you may disclose any Confidential Information of designflow or you to any of the Parties directors and/or any of their employees and, after the prior written consent of the other, to any other person and/or entity, that is used by either in order to evaluate and/or to engage in discussions regarding any Contract(s) to be entered into between designflow and you and/or for the performance of any of its obligations by designflow under any such Contract(s) entered into between either, on a need to know basis only and after having informed any such person, including, without limitation, any director and any employee of designflow and you and any such entity of the confidential nature of the Confidential Information and the restrictions of the use thereof as set out in articles herein and after having ensured that each of them shall be obligated to keep the Confidential Information secret and to use such information for no other purpose but for the purposes as set out in above and as restricted above. Any Confidential Information disclosed by designflow or you to or that has in any other way become known to:

1. any of the Parties directors and/or any of their employees; and/or
2. any person and/or entity that is (who are) directly or indirectly, through any subcontractor or otherwise, used by designflow and you, in order to evaluate and/or to engage in discussions regarding any Contract(s) to be entered into between either, and/or for the performance of any obligation of both under any Contract(s) between designflow and you;

shall be deemed to have been disclosed to the Parties, also in any case where any such information has (only) been disclosed or has (only) become known to such director and/or employee and/or person and/or entity and not to the Parties and regardless whether such information will be disclosed or become known to such director and/or employee and/or person and/or entity prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter and/or with or without the prior written consent of designflow and you.

designflow guarantees you and you guarantee designflow that all of the directors, employees, persons and entities referred to in articles hereof that will receive any part of the Confidential Information of designflow and you or to whom any such information will become known in any other manner, prior to and/or at the occasion of the signing of this Confidentiality Agreement and/or thereafter, shall keep the Confidential Information secret and shall only use any such information in accordance with the terms and conditions of this Confidentiality Agreement and for the purposes set out in articles herein and as restricted in such articles.

In case of any disclosure as per articles herein, you shall inform all directors, employees, persons and entities to whom such information will be disclosed that designflow is the sole owner of any Intellectual Property Right and any Know How that is part of the Disclosed Confidential Information.

Any Confidential Information of designflow, any Intellectual Property Right and any Know How that is part of such Confidential Information shall remain the exclusive property of designflow and nothing contained in this Confidentiality Agreement shall give or shall be construed as to give to you any right, title, ownership, license or any other right in or to any Confidential Information, any Intellectual Property Right or any Know How that is part of such Confidential Information.

If designflow and or you are legally compelled by any court or any governmental or regulatory authority to disclose any Confidential Information, the Party being compelled shall immediately and before disclosing such Confidential Information, notify the other Party to this agreement in writing of that fact and of all relevant surrounding circumstances. If the Party will be required to disclose Confidential Information, it shall cooperate with the other Party to this agreement and take all steps reasonably requested in order to prevent or limit such forced disclosure to the maximum extent possible.

3. Liability

designflow guarantees you and you guarantee designflow that all directors, employees, persons and entities referred to in articles above shall comply with the obligations of both under article 2 hereof as if they were their own obligations.

Any disclosure, use, act or failure to act by any director and/or any employee and/or any person and/or any entity as referred to in articles above, to whom any Confidential Information of designflor or you will be disclosed or will become known in any other way, shall be deemed to be a disclosure, use, act or failure to act of the disclosing Party and where any such (deemed) disclosure, use, act or failure to act will be in contradiction with any of the provisions of this Confidentiality Agreement, the disclosing Party shall be and be deemed to be in breach of its obligations under the Confidentiality Agreement and shall be in default in respect of any obligation so breached without any need for either Party to give notice.

designflow and you shall each be liable to the other for the damage suffered as a result of or in connection with any breach of any of their obligations under this Confidentiality Agreement, including, without limitation, any case wherein either Party will be deemed to be in breach of its obligations as per articles above.

The Receiving Party acknowledges that disclosure of the Confidential Information in violation of the terms of this Agreement could have serious consequences and that money damages would not be a sufficient remedy for any breach of any provision of this Agreement, and agrees that, in the event of any breach by the Receiving Party or its Representatives of this Agreement, the Disclosing Party shall be entitled to equitable relief (including injunctive relief (without the posting of any bond or other securities) and specific performance) in addition to all other remedies available to it at law or in equity.

4. Return of Confidential Information

Except in any case where designflow or you will be entitled to use and/or receive any Confidential Information under any specific Contract(s) entered into with each other, at the first written request of a Party, the other Party will no longer make any use of the Confidential Information, will promptly return all such Confidential Information, without retaining any copies, extracts or any reproductions in whole or in part of any such information. In case of any such request, all computer and other electronic files, including, without any limitation, any backup files containing any Confidential Information, will be deleted without any copies being kept.

5. Scope of the Confidentiality Agreement

Neither designflow or you will be under any legal obligation of any kind whatsoever, to enter into any Contract(s) with the other by virtue of this Confidentiality Agreement. Any Contract(s) that designflow or you enter into with each other shall be subject to article 7 of this agreement.

6. Intellectual Property Rights of Designflow

All Intellectual Property Rights of designflow shall remain the property of designflow and nothing contained in this Confidentiality Agreement shall give or shall be construed as to give you any right to these Intellectual Property Rights other than the rights following from any specific provision set out in any Contract(s), designflow and you may enter into or have entered into.

7. Design Rights of Designflow

As part of this agreement you hereby agree that in preparing a proposal for you, designflow will include design fees within the proposal based on the prices on designflow’s current pricelist. Any projects won by you that designflow has prepared a proposal for will have the design engineering work automatically awarded to designflow. You will be deemed to be in breach of your obligations under this Confidentiality Agreement and shall be in default in respect of any obligation so breached without any need for designflow to give notice, if you attempt to and/or execute design work for projects designflow has prepared a proposal for, yourself, in house or by working with another designer or design consultant.

8. Third Party Rights

No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

9. Variation

No variation of or addition to this Agreement shall be effective unless in writing signed by designflow and you or by a duly authorised person on its behalf.

10. Law and Venue

This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

Any dispute, controversy, proceedings or claim between designflow and you relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.

11. Entering into force and duration

This Confidentiality Agreement shall enter into force on the date it is accepted by you and shall remain in force until all the Confidential Information has become generally available to the public, without any breach by either Party of any of its obligations set out herein. Upon the end of this Confidentially Agreement, all clauses intended to survive such end shall stay in full force and effect perpetually.

This Confidentiality Agreement cannot be terminated by either of the Parties hereto.

designflow and you herewith waive their right to rescind this Confidentiality Agreement and their right to have the same rescinded, both in whole and partially, on any grounds.

Insofar as legally possible, designflow and you waive their right to nullify this Confidentiality Agreement, their right to have the same nullified, both in whole and partially, and their right to have the consequences of this Confidentiality Agreement changed, on any ground whatsoever.

12. Communication and notices

Except as otherwise required by law, all notices, announcements, summons and/or communications pursuant to this Confidentiality Agreement shall be in the English language and be delivered to the addresses stated hereunder or to such other address as a Party has communicated to the other Party in accordance with this Article by registered mail, by courier or by telefax: