Non-Disclosure Agreement - Locums
UNDERTAKING OF CONFIDENTIALITY & NON DISCLOSURE AGREEMENT
In consideration of You disclosing or agreeing to disclose to Me Confidential Information, I undertake that:
1. I shall treat the Confidential Information disclosed by whatever means as being strictly private and confidential, and unless information is specified in writing as Not Confidential all information received by whatever means, will be treated as Confidential Information.
2. I shall take all reasonable measures to maintain its status as such.
3. I shall use the Confidential Information solely for the purposes of evaluating The Locum Opportunity/The Business Proposition (the “Permitted Purpose”) with a view to discussing the provision of locum services, services of employment, consultancy, recruitment, introductions of staff, a merger or acquisition or sale to or of The Business (the “Proposed Transaction”), and not for any other purpose (including but without limitation to procuring any commercial advantage).
4. I shall provide You with all information, co-operation, facilities and access to enable you to perform legal, regulatory and contractual obligations prior to or after the Proposed Transaction to monitor My observance of this Undertaking.
5. I shall not at any time disclose or allow access by any person any of the Confidential Information other than to:
5.i Those of any other business partners, directors or other members of Senior Management in my business (if relevant) who require knowledge of the Confidential Information to achieve the Permitted Purpose ;
5.ii. The accountant, legal adviser, and other professional advisers, and solely for the purpose of soliciting professional advice or finance for the Permitted Purpose and Proposed Transaction ;
5.iii. Any other person approved in writing in advance by You;
6. I shall ensure that any of the persons referred to in paragraphs 5.i, 5.ii and 5.iii to whom all or any of the confidential material has been disclosed shall hold it strictly confidential and shall not disclose it to any third party, except to those persons as permitted in paragraphs 5.i, 5.ii and 5.iii , in which event My obligation is to ensure the 1. confidentiality of such information;
7. I shall maintain a record of entities or persons to whom any Confidential Information together with the actual information disclosed to them, and that this record is made available to You upon request;
8. I shall not reproduce the Confidential Information or any part thereof in any format or media except with Your prior written consent, and I shall whenever requested by You , immediately return or require the immediate return to You of all matter in tangible form which is part of the Confidential Information and that all copies (whether made by Me or a third party) will be destroyed. On Your request I shall ensure that any third persons referred to in paragraph 5 to whom Confidential Information has been disclosed either returns to You all copies of that information or confirms in writing to You that all their copies of that information have been destroyed. I shall similarly destroy or ensure the destruction of any documents, analyses, reports, studies, compilations, and other materials prepared by Me or on My behalf which reflect on or are prepared from any of the Confidential Information;
9. I shall not disclose to any third party (except as under 5.i, 5.ii & 5.iii) the fact that negotiations / discussions are taking place or have taken place concerning the Proposed Transaction or any of its terms/conditions or that Confidential Information has been made available to Me or to the parties under 5.i, 5.ii and 5.iii;
10. You are not responsible for nor make any representation or warranty, express or implied, with respect to the information provided in the Confidential Information; nor to its completeness, or the contents of any other document or data supplied to Me in relation to this Undertaking including, without limitation, any warranty of merchantability or of fitness for a particular purpose.
11. This Undertaking is governed by English Law and each party submits to the non-exclusive jurisdiction of the Courts of England and Wales.
Definitions in this Undertaking:
i. You and Yours means TP Recruitment Limited and Ten-Percent.co.uk Limited, registered companies in England and Wales.
ii. The Business” refers to the named business operated by the client, its parent companies, subsidiaries and all its associated and affiliated, person, partnership, company, body, club and/or any other unincorporated association, including a loose grouping of persons negotiating collectively or individually in respect of recruitment, employment or any other type of agreement relating to their trade, business or profession.
iii. I Me and My refers to and including parent companies, subsidiaries and all its associated and affiliated, person, partnership, company, body, club, family member and/or any other connected person.
iv. “Confidential Information” means information (in whatever format and medium and whether written or oral) directly or indirectly concerning The Business or The Client together with any other information which You designate or identify as being confidential, or that is identified by You as confidential.
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Document Name: Non-Disclosure Agreement - Locums
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