Non-disclosure Agreement

Compagnie française d’assurance pour le commerce extérieur (a joint liability company (société anonyme) organized under the laws of France, whose registered office is at 1 place Costes et Bellonte, 92270 Bois Colombes (France), registered with the Trade and Companies Register of NANTERRE under number 552 069 791), acting through its branch in England, namely COFACE UK (registered in England and Wales under number BR001974/FC017117 at Egale 1, 80 St Albans Road, Watford, WD17 1RP having its principal place of business at Egale 1, 80 St Albans Road, Watford, WD17 1RP) (hereinafter called the “Receiving Party” or “We”) may ask you (hereinafter called the “Disclosing Party” or “You”) to provide certain Confidential Information to enable it to assess the creditworthiness of the Disclosing Party and/or its Affiliates (as defined below), within the framework of the Coface Group’s activities (hereinafter referred to as the “Project”).

The Receiving Party and the Disclosing Party together hereinafter are called the “Parties”.

NOW, THEREFORE, the Parties hereto agree as follows:

  1. (a) “Confidential Information” means, subject to clause 3, all information disclosed by the Disclosing Party to us with regard to the Disclosing Party’s technical development, production and management, including without limitation to business plans, financial or technical matters, production procedure, management procedure, method of management, trade secrets, designs, know-how, inventions, operations and any other information received by the Receiving Party from the Disclosing Party in whatsoever form (written, oral, computerised, photographic,etc.) in connection with the Project.

(b) “Representatives” means employees, officers, agents, auditors, consultants, advisors, reinsurers or any other person representing or advising the Receiving Party (including in technical, financial, legal and tax matters).

(c) “Affiliate” means, in relation to a Party, an entity or person that, directly or indirectly (i) controls that Party, (ii) is controlled by that Party or (iii) is controlled by an entity or person that controls that Party.

  1. In consideration of the Disclosing Party agreeing to make Confidential Information available to the Receiving Party in connection with the Project, the Receiving Party shall:

(a) hold the Confidential Information in confidence and treat it with the same degree of care and protection as for its own confidential information, and not disclose it to third parties, except in the limited cases referred to in paragraph 6 below; and

(b) not use the Confidential Information for any purpose other than exploring or examining the Project.

Notwithstanding the foregoing provision, the Receiving Party shall not be subject to any restriction to communicate all or part of the Confidential Information if such disclosure is pursuant to (i) the order or request of a court or any regulatory, judicial, governmental or similar body or agency or any taxation authority of competent jurisdiction, or (ii) the rules of any listing authority or securities exchange on which the shares of the Receiving Party (or any of its Affiliates) are listed or traded, or (iii) the laws or regulations of any country to which the affairs of the Receiving Party (or any of its Affiliates) are subject.

  1. Confidential Information shall not include information which:

(i) is available to the public through no breach of this Agreement by the Receiving Party; or

(ii) was lawfully in the possession of the Receiving Party prior to receipt from the Disclosing Party; or

(iii) is received independently from a third party who is free to disclose such information to the Receiving Party; or

(iv) is the result of internal developments undertaken in good faith by the Receiving Party without containing Confidential Information itself; or

(v) is necessary for the settlement of a dispute between the Parties; or

(vi) the Parties agree in writing is not confidential.

  1. All Confidential Information delivered to and/or in the possession of the Receiving Party shall be returned or delivered to the Disclosing Party, with all copies made thereof, in whatever form, if the Disclosing Party so requests. However, the Receiving Party may retain copies of the documents that may contain Confidential Information (i) stored on computer back-up files or (ii) which is necessary for the conduct and proper record keeping of business in accordance with its operating procedures or applicable law.

 

  1. The Receiving Party shall be entitled to disclose the Confidential Information to its Representatives (as defined in paragraph 1) above or to Representatives of its Affiliates. The Receiving Party undertakes that its Representatives will comply with the obligations set out in this Agreement.

 

  1. The Confidential Information shall remain the property of the Disclosing Party and the Receiving Party only acquires the right to use the Confidential Information for the purposes of the continuation of the Project and in accordance with this Agreement. Disclosure of any information under this Agreement, or otherwise, shall not be construed as granting, directly or by implication, any license under or interest of any kind in any patent, patent application, copyright or other intellectual property rights.

 

  1. The Disclosing Party represents and warrants that it has the right to disclose the information disclosed under the terms of this Agreement and that disclosure of this information does not conflict with the terms of any agreement between the Disclosing Party and a third party.

 

  1. Liability:

(a)   Without prejudice to any other rights or remedies that each Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the other Party. Accordingly, each Party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement.

(b)   Neither Party shall be liable under this Agreement to the other Party for unforeseeable, consequential or indirect loss; punitive, exemplary, or special damages; or lost profits.

  1. 9. This Agreement shall be governed, construed and interpreted in accordance with the laws of England. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be submitted to the competent courts of England which shall have exclusive jurisdiction.

 

  1. The Disclosing Party does not make any representation or warranty, except as may be specifically provided in writing, as to the accuracy or completeness of the Confidential Information, or as to its utility or suitability for any purpose of the Receiving Party and the Disclosing Party expressly disclaims any right of the Receiving Party to rely thereon, or any liability to the Receiving Party resulting from the use of the Confidential Information. Notwithstanding the above, the Parties agree that Confidential Information shall be provided by the Disclosing Party in good faith and that the Disclosing Party shall make its best efforts to provide with information which is as much accurate as possible and assures that no facts are known which cause the Confidential Information to be considered untrue.

 

  1. This Agreement shall remain valid for a period of eighteen (18) months , unless the Parties execute an agreement in order to implement the Project (the “Implementation Agreement”), in which case this Agreement shall expire upon the Implementation Agreement becoming effective.

 

  1. General:

(a)       Third party rights: A person who is not a party to this Agreement shall have no right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

(b)       Counterparts: This Agreement  will become effective following the submission of data through the accounts submission form on the https://cofaceitfirst.co.uk/accounts-submission/ website. For the avoidance of doubt the form must be completed in full and final submission process be completed for this agreement to come into effect. The final submission is completed when the submit button is activated by the discloser. The disclosing party is advised to save a copy of this wording for their records.

(c)       Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

By ticking the NDA box within the accounts submission form on the website page located at https://cofaceitfirst.co.uk/accounts-submission/ being duly authorized representative of the Disclosing Party, you accept all the terms provided in this Agreement.

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