Annex 3: Confidentiality and Mutual non-disclosure agreement

THIS CONFIDENTIALITY AND MUTUAL NON-DISCLOSURE AGREEMENT
(“Agreement”) is entered into this ____ day of ____, 200_, by and between the Timber Trade Federation, a United Kingdom registered, not for profit company limited by guarantee, having its principal place of business located at, Clareville House, 26/27 Oxenden Street, London SW1Y 4EL, United Kingdom and ______________________, having its principal place of business located at _______________________________, _____________, __________________ _____________( jointly hereinafter referred to as the “Parties”).
The parties desire to make a mutual exchange of confidential business and/or technological information. In furtherance of the need to protect the information from unauthorized use and disclosure, and in consideration of the mutual disclosures, the parties agree as follows:

1. Scope. This Agreement shall apply to all confidential and proprietary information (the “Information”) disclosed by one party to the other party during the terms stated below.

2. Term. This Agreement shall be in effect for a period of five (5) years from the date written above, unless modified by mutual written agreement between the parties. Confidentiality of information shall be extended for a period of five (5) years from the date of receipt of information unless extended by mutual written agreement between the parties.

3. Confidentiality. Each party agrees: (a) to hold the other party’s Information in strict confidence; (b) not to disclose the Information to any third parties, except such party’s attorneys and other professional advisors with a bona fide need to know and who are instructed and agree to maintain the confidentiality of the Information; and (c) not to use the Information for any purpose except the mutual business purposes determined by the parties. Each party may disclose the other party’s Information to its responsible employees with a bona fide need to know. Each party agrees to instruct all such employees of the restrictions herein.

4. Exclusions. The following categories of information are excluded from the Information contemplated by this Agreement: (a) information received by the party from a third party not under a similar restriction; (b) information available in the public domain through no wrongful act of the receiving party herein; (c) information demonstrably conceived by or known by the receiving party prior to disclosure; or (d) information required to be disclosed pursuant to law, provided the receiving party gives the disclosing party reasonable notice of the required disclosure.

5. No License. Each party acknowledges and agrees that nothing contained in this Agreement shall be construed as granting any rights to the receiving party, by license or otherwise, to any of the disclosing party’s Information, except as specified in this Agreement.

6. Assignment. This Agreement may not be assigned by either party without the express written consent of the other party.

7. Modifications. This Agreement may not be amended or modified except by a writing executed by the parties hereto.

8. Governing Law; Legal Fees. This agreement and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of England. All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts to which you and we irrevocably submit. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ costs and fees.