ABCS © | Terms & Conditions
In the course of business, ABCS may receive from the Client, information, part or all of which might be of a confidential nature.
In consideration of the disclosure by the Client of such Information, ABCS agrees at all times:
a. to keep confidential, except as the Client may otherwise consent, and not to disclose either verbally or in writing or make any use of except for the benefit of the Client within the Purpose anticipated above at any time, any trade secrets, confidential information, knowledge, data or other information of and proprietary to the Client relating to products, process, know-how, designs, formulae, test strategies, or any other subject matter pertaining to any business of the Client or any of its clients, customers, consultants, licensees or affiliates, (information) which ABCS or its employees or agents may produce, obtain or otherwise acquire from the Client its employees or agents.
b. to restrict the access to Confidential Information to those of ABCS's employees reasonably requiring the same for the Purpose.
c. not to copy or reduce any Information to writing except as may be reasonably necessary for the Purpose and when making any such copies of Information to ensure that they are marked 'confidential' and to the effect that they are the property of the Client; and
d. not to deliver, reproduce for, or in any way allow Information, to be delivered to or used by any third party without a specific written direction or consent of a duly authorised representative of the Client.
Provided that no other Information is disclosed, the foregoing obligations shall not apply with regard to any information which ABCS can demonstrate by written records ordinarily kept in the course of business:
a. was already known to it and not acquired directly or indirectly from the Client or any of its affiliates.
b. was available to the general public in generally available publications at the time of disclosure by the Client or becomes so available to the public in through no act or omission of ABCS its employees or agents.
c. was obtained without any obligation of confidentiality or other restriction on its use imposed from a third party which did not obtain the same directly or indirectly from the Client or any of its affiliates or otherwise under obligations of confidentiality.
ABCS may disclose Information pursuant to a legal requirement provided that it notifies the Client of the requirement and co-operates to take all such action as may be available to limit the disclosure and preserve the confidentiality of any such Information it is nevertheless compelled to disclose.
All Information disclosed or acquired hereunder shall remain the sole property of the Client and ABCS shall obtain no right thereto of any kind by reason of this Commitment and ABCS shall return or if so directed by the Client destroy all Information and all copies and extracts thereof on request, at the termination of two years from the date of this Agreement or when no longer required in connection with the Purpose whichever event shall first occur. The cost of storage, destruction or return will be borne by the Client.
This Agreement shall be governed by English Law and the parties hereby submit to the Jurisdiction of the English Courts.
A printed form of this policy is available to any Client requesting it, to be signed by both parties.