You have expressed an interest in discussing and tendering for a potential business relationship with us in relation to providing support for any of four key projects relating to the Publishers Association’s sustainability programme (the "Purpose"). As a result, the Publishers Association will in the course of these discussions and the tendering process be providing you with access to certain information relating to its business and operations and those of its members (including, without limitation, details of products, finances, employees, customers and suppliers). Any information so disclosed (whether disclosed before or after the date of this letter, whether disclosed orally or in writing, and including any copies made), together with the terms of this letter and the fact that such discussions or negotiations are taking or have taken place, shall be referred to as “Confidential Information” and shall be handled in accordance with the terms set out in this letter.
- In consideration of our supplying Confidential Information to you, you undertake as follows:
- to use the Confidential Information only for the Purpose;
- to keep the Confidential Information secret and not disclose, or permit it to be made available to, any person (except to your employees, directors and professional advisers solely in connection with, and as necessary for, the Purpose (each a “Permitted Disclosee”) without our prior written consent;
- to ensure that each person to whom disclosure of Confidential Information is made is fully aware in advance of the obligations of confidence under this letter and to assume responsibility and liability for any breach of the terms of this letter by any such person;
- to hold the Confidential Information securely against unauthorised access and to at least the same standard as you apply to your own confidential information; and
- upon written demand from us, to return the Confidential Information and any copies of it or confirm in writing that it and all copies have been destroyed. You shall not be required to return or destroy: (i) documents required to be retained by applicable law or regulations or for audit requirements; or (ii) meeting papers, reports, notes or other material prepared by you or on your behalf that incorporate Confidential Information (“Secondary Information”) provided that the Secondary Information is kept confidential (and for the avoidance of doubt the provisions of this paragraph 1.5 shall survive the termination of this letter).
- You and your Permitted Disclosees may disclose Confidential Information to the extent it is required to be disclosed by law, any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you:
- give the Publishers Association as much notice of this disclosure as possible; and
- take into account the Publishers Association’s reasonable requests in relation to the content of this disclosure.
- Nothing in paragraph 1.1 to 1.5 of this letter shall apply to any Confidential Information that:
- is or becomes generally available to the public (other than as a result of disclosure in breach of this letter);
- is disclosed by us on an expressly non-confidential basis;
- was lawfully in your possession of a party prior to such disclosure (as evidenced by written records);
- is subsequently received by you on a non-confidential basis, from a third party who, to your knowledge, is not itself under any obligation of confidence in relation to that information; or
- you can demonstrate in writing was developed or created by you or on your behalf independently of the Confidential Information.
- The Publishers Association does not give any warranty or make any representation as to the accuracy or otherwise of the Confidential Information, save as may subsequently be agreed.
- Nothing in this letter is intended to commit either party to pursue the Purpose, or to supply any items of Confidential Information.
- Except where otherwise stated, the obligations in this letter shall terminate on the fifth anniversary of the date of this letter.
- This letter and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be interpreted in all respects in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this letter (including non-contractual disputes or claims).
Please indicate your acceptance of the above by signing and returning the enclosed copy of this letter as soon as possible.
The Publishers Association