Party: Name and information as supplied in this form

(the Recipient) is a division of Richardson Online Limited, a Company registered in England and Wales under Company number 09152586. Whose registered office is:

12 Park Lane

Reading, UK

RG31 5DL

(the Discloser)

1.    The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of evaluating and improving (the Purpose).

2.    The Recipient undertakes not to use the Confidential Information for any purpose except the Purpose, without first obtaining the written agreement of the Discloser.

3.    The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party except to those who need to know the same for the Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in clause 2 above and this clause 3.

4.    The undertakings in clauses 2 and 3 above apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded but they do not apply to:

a)    any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or

b)    any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.

5.    Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.

6.    The Recipient will, on request from the Discloser, return all copies and records of the Confidential Information to the Discloser and will not retain any copies or records of the Confidential Information.

7.    Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the Discloser except the right to copy the Confidential Information solely for the Purpose.

8.    The undertakings in clauses 2 and 3 will continue in force indefinitely.

9.    This Agreement is governed by, and is to be construed in accordance with, English law.

10.  Jurisdiction. Each party irrevocably agrees that, subject to clause 11, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

11.  Dispute Resolution. If either party is of the opinion that the other party to this Agreement is in breach of any material condition or obligation pursuant to this Agreement (including without limitation any obligation to pay money) then the parties shall use all reasonable endeavours to resolve the matter to their mutual satisfaction by means of the Dispute Resolution procedure set out in clauses 11 (a) to (c) below.

  1. The parties shall endeavour in good faith to resolve any dispute or claim in relation to this Contract by means of good faith negotiations which shall take place directly between a senior executive of the Company and the Contractor, each of whom shall have full authority to settle the dispute. If the dispute is not resolved within 6 weeks from commencement of good faith negotiations, the parties shall endeavour in good faith to resolve the dispute through an alternative dispute resolution procedure carried out in accordance with the recommendations of the Centre for Effective Dispute Resolution (“CEDR”), London, England, and both parties agree to co-operate fully with CEDR for these purposes.
  2. All negotiations in relation to the matters in dispute shall be strictly confidential and shall be without prejudice to the rights of the parties in any future legal proceedings. If the parties fail to reach an agreement which finally resolves all matters in dispute within 60 days of having commenced negotiations pursuant to the alternative dispute resolution procedure or if such negotiations fail to take place, then either party shall be entitled:
    1. to refer the matter to a single arbiter agreed upon by the parties, whose decision shall be final and binding on the parties; or
    2. to seek such legal remedies as may be appropriate.
  3. Nothing in this clause 11 shall prevent either party from seeking urgent interim relief from a court in appropriate circumstances.