MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT In order to protect certain confidential information which may be disclosed by and between ……………………………………………………………………………. whose registered office is at ……………………………………………………….. and Ten Live Group whose registered office is at Atrium Business Centre, North Caldeen Road, Coatbridge ML5 4EF (The Recipient). 1. 2. 3. 4. 5. 6. This Agreement controls all written electronic or oral information that is disclosed by and between …………………………..and “The Recipient” (the”Confidential Information”) at any time regarding the possible establishment of a business relationship between ……………………… and “The Recipient”. The parties’ duties under Paragraphs 3 and 4 of this Agreement shall continue indefinitely. Both parties agree that the Confidential Information disclosed by either party under this (“Disclosing Party”) is for the sole purpose of enabling the parties to this Agreement to initially evaluate the possible creation of a business relationship set forth in Paragraph 1 and, if it is determined that such a relationship is warranted, to disclose such Confidential Information as is necessary to promote, facilitate, and maintain such information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorised disclosure of the Confidential Information as they would use to protect their own Confidential Information of a like nature. Both parties shall allow access to the Confidential Information exclusively to those of their employees who have a reasonable need to see and use it for the permitted purpose; provided, however, that such party (“Receiving Party”) shall make any such employee aware of the confidential nature of such information, and the restricted use thereof, at the time such information is disclosed to any such employee. In the event that either party is required by judicial or administrative process to disclose Confidential Information, such party shall promptly notify the other party prior to any such disclosure so that the other party may seek a protective order or other appropriate remedy. In the event that such a protective order or remedy is obtained, the Receiving Party shall furnish only that portion of the Confidential Information that it is legally required and shall disclose such Confidential Information in a manner reasonably designed to preserve its confidential nature. Both parties duties under Paragraphs 3 and 4 of this Agreement shall apply to information that is disclosed by the Disclosing Party verbally or in writing at any time prior to and/or during their performance of the Purpose, as mutually agreed by and between …………………………… and “The Recipient”. This Agreement imposes no obligation upon the parties with respect to information that (a) was in the other party’s possession before receipt from disclosing party and is so demonstrated promptly; (b) is or becomes available to the public through no fault of the Receiving Party; (c) is received in good faith by the Receiving Party from a third party who is not subject to an obligation of confidentiality owed to Disclosing Party; (d) is independently developed by Receiving Party without reference to information received hereunder; (e) was disclosed by the Receiving Party pursuant to the written perm ission of the Disclosing Party; (f) was in the public domain at the time of the disclosure, without breach of this Agreement; (g) was known to or contained in the records of the Ten Live Group – Global Labour Resource Providers Atrium, North Caldeen Road, Coatbridge, ML5 4EF www.tenlivegroup.com email info@tenlivegroup.com ++(0)1236 702007 tel ++ (0)1236 702157 fax co reg SC369924 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. Receiving Party from a source other than the Disclosing Party at the time of the disclosure and is so demonstrated; or (h) must be disclosed pursuant to a legal obligation beyond the control of …………………………………. and “The Recipient”. Both parties agree not to use any such information for any purposes other than the Purpose defined in this Agreement, and they agree not to disclose the Confidential Information to any third parties other than those specifically permitted within the terms of this Agreement. Neither party acquires any license under intellectual property rights of the other party pursuant to this Agreement. Neither party has an obligation under this Agreement to purchase any service or item from the other party. Neither party has an obligation under this Agreement to offer for sale products using or incorporating information. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. Both parties agree upon request from the other party to immediately return all documents and other material in their possession, custody or control that record or incorporate any part of the Confidential Information, and all copies thereof which may have been made by or on behalf of them. The parties also agree upon request from the other party to destroy all written or computerised notes, analyses, studies or other material which contain or are based upon any Confidential Information. All additions or modifications to this Agreement must be made in writing and must be executed by both parties. The Effective Date of this Agreement is the last date it is executed by the parties as noted below. In the event of a breach by either party of this Agreement, the other party shall be entitled to injunctive relief to restrain and enjoin such breach, in addition to any other remedy at law or equity. The failure or delay of a party in exercising any right, power or remedy hereunder shall not constitute a waiver of any such right, power or remedy, or of the right of such party to enforce such right, power or remedy. The Agreement shall be governed by and construed in accordance with the laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts. For and on behalf of: For and on behalf of: Ten Live Group Atrium Business Centre Coatbridge ………………………….. ………………………….. ………………………….. By: Print Name: Title: Date: By: Print Name: Title: Date: Ten Live Group – Global Labour Resource Providers Atrium, North Caldeen Road, Coatbridge, ML5 4EF www.tenlivegroup.com email info@tenlivegroup.com ++(0)1236 702007 tel ++ (0)1236 702157 fax co reg SC369924