Resources:

Standard Confidentiality Terms

1. Scope
1.1. Any Confidential Information made available by Clearswift or any of its Affiliates ("Disclosing Party") that is not subject to any other terms of confidentiality between the parties shall be subject to the terms set out in this document.
1.2. In the event that you do not agree with these terms then you should destroy all Confidential Information immediately.

2. Definitions
2.1. Clearswift means Clearswift Limited, registered in England, with company registration number 3367495 and registered offices at 1310 Waterside, Arlington Business Park, Theale, Reading, Berkshire England RG7 4SA.
2.2. The Receiving Party shall be the party that is receiving the Confidential Information.
2.3. Confidential Information shall mean all information marked as confidential and any current or present technical, business or marketing information or plans (whether verbal, written or in electronic form and whether marked as confidential or not), including but not limited to, inventions, trade secrets, copyrights, mask works, know-how's, designs, patents, patent applications, drawings, software codes, specifications, and other information relating to the development of new technologies, enhancement or services that has, or could have, commercial value or utility in the business in which the Disclosing Party is engaged.
2.4. Affiliate shall mean any firm, company, corporation or other organisation which is directly or indirectly controlled by Clearswift; or which directly or indirectly controls Clearswift; or which is directly or indirectly controlled by a third party who also directly or indirectly controls Clearswift; or of which Clearswift or any other Affiliate owns or has a beneficial interest in 50% or more of the issued share capital or 50% or more of its capital assets; or which is the successor in title or assign of the firms, companies, corporations or other organisations referred to above. Control shall have the meaning set out in S.416 Taxes Act 1988

3. Disclosure of Confidential Information
3.1. In consideration of the Disclosing Party disclosing its Confidential Information to the Receiving Party, the Receiving Party hereby agrees:
3.1.1. that it will only disclose such Confidential Information to its employees, advisers, contractors or directors who have a need to know such Confidential Information;
3.1.2. that it will only disclose such Confidential Information to the employees, advisers, contractors or directors of its Affiliates who have a need to know such Confidential Information;
3.1.3. that it shall not utilise, employ, exploit or in any other manner whatsoever use the Disclosing Party's Confidential Information other than for the purpose for which it was intended as determined by the context and the content of the Confidential Information (the "Business Purpose");
3.1.4. that any party or person to whom it is permitted to disclose the Confidential Information in accordance with clauses 3.1.1 and 3.1.2 shall be subject to provisions regarding the protection, use and/or disclosure of the Confidential Information that are materially similar to those set out in these terms, either by virtue of a written agreement, rule of law or normal client confidentiality provisions between a client and its legal, financial or taxation advisers; and
3.1.5. that it shall protect the Disclosing Party's Confidential Information using not less than the same standard of care that it applies to its own Confidential Information.

4. Duration
4.1. The parties agree that the provisions of clause 3 shall remain in force for a period of 5 years following the date on which the Confidential Information was disclosed to the Receiving Party, or until the Confidential Information is destroyed or returned as contemplated by clause 6, whichever is the sooner.
4.2. This provisions of clauses 3, 4.1, 6 and 7.2 shall survive the termination or expiry of these terms however caused.

5. Exclusions
5.1. The Disclosing Party agrees that the obligations of confidentiality set out in clause 3 do not apply to information that is:
a. in the possession of the Receiving Party prior to receipt from the Disclosing Party;
b. publicly known, otherwise than as a consequence of a breach of these terms;
c. developed independently by the Receiving Party without access to the Confidential Information;
d. received from a third party having no obligation of confidentiality to the Disclosing Party;
e. is disclosed by the Receiving Party to satisfy the legal demand by a competent Court of Law or government body, provided however that in these circumstances the Receiving Party shall advise the Disclosing Party prior to disclosure so that the Disclosing Party has an opportunity to defend, limit or protect against such production or disclosure, and provided further that the Receiving Party will disclose only that portion of Confidential Information which is legally required to be disclosed and the Receiving Party will exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information so required to be disclosed.

6. Return of Confidential Information
6.1. The Receiving Party shall, if requested by the Disclosing Party in writing after the date contemplated by clause 4.1, destroy all originals and copies of all Confidential Information disclosed pursuant to the terms of these terms and warrant, in writing, to the Disclosing Party that it has so destroyed all originals and copies of all Confidential Information;

7. General Provisions
7.1. Nothing contained in these terms shall transfer or purport to transfer any title in any Confidential Information to the Receiving Party and does not grant any license to the Receiving Party to use, modify or adapt the Confidential Information except in relation to the Business Purpose.
7.2. The parties acknowledge that breach of these terms and unauthorised disclosure of Confidential Information is likely to cause substantial and irreparable damages to the Disclosing Party and therefore, in the event of any such breach, in addition to other available remedies, the Disclosing Party shall have the right to seek specific performance and other injunctive and equitable relief.
7.3. No amendment, interpretation or waiver of any provisions of these terms shall be effective unless made in writing and signed by the Disclosing Party.
7.4. The failure to enforce or to require the performance at any time of any one of the provisions of these terms shall not be construed to be a waiver of such provision, and shall not affect either the validity of these terms or any part hereof or the right of any party thereafter to enforce each and every provision in accordance with the terms of these terms.
7.5. The headings of paragraphs are used for convenience only and shall not affect the meaning or construction of the content of these terms.
7.6. The Receiving Party may not assign these terms without the written consent of the Disclosing Party, which shall not be unreasonably delayed or withheld.
7.7. These terms shall be governed by and determined in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts in relation to any legal actions or proceedings arising out of or in connection with these terms.