TERMS & CONDITIONS OF THE FOXLEY DOCKET LTD
In consideration of the mutual covenants and conditions set forth herein, associates and clients of The Foxley Docket Ltd, intending to be legally bound, agrees as follows:
(a) “Business Information” includes, but is not limited to, information relating to intellectual property, business plans, financial information, products, services, manufacturing processes and know – how, technical information, sources of supply, strategic plans, advertising and marketing plans, customer lists, sales, profits, pricing methods, personnel and business relationships.
(b) “Confidential Information” includes, but is not limited to, Foxley’s Intellectual Property Information, Business Information and Trade Secrets, whether or not reduced to writing or other tangible expression, which Foxley may disclose to Clients of The Foxley Docket Ltd; provided however that Confidential Information shall not include any information which
(i) was already known to the Associated and clients of The Foxley Docket Ltd prior to the time of disclosure by Foxley as evidenced by written records,
(ii) is available or becomes generally available to the public other than through a breach of this Agreement by Clients of The Foxley Docket Ltd,
(iii) is acquired or received rightfully and without confidential limitation by Associated and clients of The Foxley Docket Ltd from a third party,
(iv) is independently developed by Associated and clients of The Foxley Docket Ltd without breach of this Agreement.
(c) “Effective Date” means the date written at the top of the first page of this Agreement;
(d) “ Intellectual Property Information” includes, but is not limited to, information relating to research and development, discoveries, improvements, processes, know-how, drawings, blueprints, specifications, samples, formulae, notes, patents, copyrights, trademarks, trade names, and patent, trademark and cop right applications; and
(e) “Trade Secrets” means information that
(i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and
(ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
2. Associated and clients of The Foxley Docket Ltd agree that it shall only use Confidential Information for the Permitted Purpose and for no other purpose whatsoever.
3. Associated and clients of The Foxley Docket Ltd agrees to take all necessary and appropriate steps to keep confidential and protect
Confidential Information including:
(i) restricting access to all Confidential Information received from the other to those employees who have a “need to know” and advising such employees of their obligations to handle the Confidential Information with the highest degree of care and prudence to prevent a violation of this Agreement; and
(ii) not using, disclosing, or allowing access to such Confidential Information by any third party, except as authorised by Foxley in writing. Associated and clients of The Foxley Docket Ltd further agrees to keep confidential the existence of this Agreement and that it is meeting with or receiving information from Foxley, except as may be required by law.
4. Associated and clients of The Foxley Docket Ltd agrees it shall be liable for any breach of this Agreement by its employees, employees of its affiliates or subsidiaries and by any consultant, agent, or other third party to whom it has communicated Confidential Information.
5. If the Associated and clients of The Foxley Docket Ltd becomes legally required to disclose Confidential Information, or any part thereof, Associated and clients of The Foxley Docket Ltd will give Foxley prompt notice of such requirement to the extent that Associated and clients of The Foxley Docket Ltd is legally able to do so. If Foxley waives compliance with any of the terms of this Agreement or is unable to obtain a protective order or other appropriate remedy with respect to such disclosure of Confidential Information, then Associated and clients of The Foxley Docket Ltd will disclose only that portion of the Confidential Information necessary to ensure compliance with such legal requirement. Any Confidential Information that is disclosed pursuant to a legal obligation shall maintain its confidential character if the disclosure does not result in the information becoming generally known or available to third parties without restrictions on further disclosure. Associated and clients of The Foxley Docket Ltd has the burden of proving the foregoing exceptions and must notify Foxley within forty eight hours from the time of disclosure upon such exceptions.
6. Associated and clients of The Foxley Docket Ltd agrees that Confidential Information is and will remain the property of Foxley and all such Confidential Information in tangible form and copies thereof will be returned promptly to Foxley upon request, except that Associated and clients of The Foxley Docket Ltd may retain one copy of Foxley’s confidential information for regulatory and risk management purposes provided that such copy is securely maintained in a secure location at Clients of The Foxley Docket Ltd’s principal place of business or by Clients of The Foxley Docket Ltd’s legal counsel. No use of such Confidential Information is permitted except as provided in this Agreement, and Associated and clients of The Foxley Docket Ltd agrees not to rely upon, in any manner, Confidential Information except as authorised by this Agreement. No grant of any of Foxley’s intellectual property rights, including any license implied or otherwise, is given or intended to be given.
7. Samples of products (“Samples”) provided by Foxley to Associated and clients of The Foxley Docket Ltd for its evaluation, together with products made there from and information obtained by Associated and clients of The Foxley Docket Ltd as a result of the evaluation thereof shall be deemed Confidential Information subject to this Agreement. Associated and clients of The Foxley Docket Ltd may evaluate the Samples for the Permitted Purpose only, and shall not, without the prior written consent of Foxley, chemically analyse, disassemble, sell, show or give the Samples, products made therefrom, or the evaluation results, to any third party. The Samples and products made therefrom shall be returned or disposed of as specified by Foxley. Test results obtained by Associated and clients of The Foxley Docket Ltd in connection with testing conducted on Samples shall be made available to Foxley upon their achievement.
8.This Agreement is effective as of the Effective Date, but will apply to any Confidential Information disclosed to Associated and clients of The Foxley Docket Ltd by Foxley prior to such date.
This Agreement shall expire:
(a) as to subsequent disclosures of Confidential Information, on the later of ten (10) years from and after the Effective Date or ten (10) years from the expiry or termination of any other agreement between the Parties related to the supply of goods and/or services in relation to the Permitted Purpose; and
(b) as to any Confidential Information disclosed prior to the date of any termination under subsection (a) above, for a further period of five (5) years from and after such date; provided that this Agreement shall continue in full force and effect with respect to any Trade Secret for such additional period as such information remains a Trade Secret.
9. Associated and clients of The Foxley Docket Ltd acknowledges and will not contest that unauthorised disclosure or other violation, or threatened violation of this Agreement by Associated and clients of The Foxley Docket Ltd will cause irreparable damage to Foxley. Associated and clients of The Foxley Docket Ltd agrees that Company will be entitled to seek an injunction prohibiting Associated and clients of The Foxley Docket Ltd from any such disclosure, attempted disclosure, violation or threatened violation without the necessity of proving damages or furnishing a bond or other security. Associated and clients of The Foxley Docket Ltd hereby indemnifies and holds Foxley harmless from and against all damages, losses and costs (including reasonable attorneys’ fees) resulting from any such actual, attempted or threatened disclosure or violation.
10. Neither this Agreement nor anything disclosed or provided pursuant to this Agreement creates or should be construed to create, in any manner, any obligation to enter into any contract or business arrangement nor does it obligate either Party to purchase any service or item from the other or offer for sale any products using or incorporating Confidential Information.
11. Associated and clients of The Foxley Docket Ltd agrees and acknowledges that neither Company nor its shareholders, officers, employees, agents or advisors make any representation or warranty (express or implied) as to the accuracy and completeness of Confidential Information except as may be expressly represented or warranted in any subsequent agreement concluded between the Parties.
12. This Agreement may not be amended or modified, nor may any right or remedy of any Party be waived, except in writing, signed by such Party. The waiver by any Party of the breach of any term or provision hereof by any other Party will not be construed as a waiver of any other subsequent breach.
13. The rights and obligations of the Parties pursuant to this Agreement shall be in addition to and shall not derogate from either Party’s obligations under any other agreement between them. In the event of any conflict between any provision(s) of this Agreement and those of any other agreement between them, the more restrictive provision(s) shall apply.
14. This Agreement is governed by and will be construed in accordance with UK & European law therein. Associated and clients of The Foxley Docket Ltd attorns to the exclusive venue and jurisdiction of the UK & European Courts, and waives any arguments under the conflict of laws removing such exclusive venue, jurisdiction or governing law.
15. Associated and clients of The Foxley Docket Ltd affirms that the individual(s) executing this Agreement has the authority to bind the Associated and clients of The Foxley Docket Ltd to the terms hereof.
16. The Parties acknowledge and agree that each and every term of this Agreement is of the essence. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the commercial, economic and legal substance of the transaction contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a declaration, the Parties shall modify this Agreement so as to carry out the original intent of the Parties as closely as possible in an acceptable manner so that the purposes contemplated hereby are consummated as originally contemplated to the fullest extent possible.
17. The Advertiser is solely responsible for supplying suitable copy (including any artwork which may be required to be reproduced appropriate to the printing or digital publishing process) to the Publisher within a reasonable time before the publication date and prior to the copy deadline date. In the event of the Publisher not receiving suitable copy by the copy deadline date the Publisher reserves the right to print or digitally publish either:
17.1 The Name, address, telephone number and basic business category details of the Advertiser (if supplied).
17.2 Other information, artwork or other material relating to the Advertiser, which the Publisher is able to obtain from sources generally available to the public. In such circumstances, to the extent that the Advertiser shall own (or shall be deemed to own) intellectual property rights is such information, artistic / literary works or other material, the Advertiser shall be deemed to have granted to the Publisher a perpetual, irrevocable, royalty-free licence to reproduce such works and to exploit such intellectual property rights for the purposes of that particular publication only. The Advertiser in accepting these terms also agrees to indemnify the Publisher against all cost, expenses, damages, fees and penalties which the publisher may incur of suffer as a result of the Publisher’s use of such publicly-available material.
17.3 A previous advertisement printed or digitally published on behalf of the Advertiser by the Publisher, and in respect of any case the Publisher will not be responsible for any error or omission arising there from. Effective notice of the copy deadline date will be deemed to have been given by the Publisher by sending written notice thereof by ordinary post to the Advertiser at the address of this order form.
18. The Publisher reserves the right to include an index to the advertisements in the publication and will not be responsible to any Advertiser for any error or omission there from. The Publisher reserves the right to position the advertisement as it sees fit notwithstanding any preferred position requested by the Advertiser. The Publisher does not accept liability for delays in publication. It is hereby agreed that delays in publication will not constitute a breach of this contract. This order form, including these Terms and Conditions, constitutes the contract between the Advertiser and the Publisher and no employee or agent purporting to represent the Publisher has any right to vary the said Terms and Conditions which take precedence over Terms and Conditions (if any) printed on the forms of Advertisers or Advertising Agents.
19. This contract shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts. All artwork provided by the Advertiser to the Publisher shall remain the property of the Advertiser and shall remain at all times at the Advertiser’s risk. The Publisher does not accept liability for any damage or loss whilst in its custody nor during transit. Acceptance by the publisher of this order form is conditional upon either; (i) permission being given by the Authority for the advertisement to appear in the publication or (ii) sufficient numbers of Advertisers being obtained to complete the publication. If either condition is unfulfilled any monies paid by the Advertiser will be refunded by the Publisher in full and the Publisher shall have no further liability whatsoever. In the event that the Advertiser has not discharged all its liabilities to the Publisher arising from any other contract the Advertiser may have with the Publisher or any of fits subsidiaries or associated companies, the Publisher reserves the right not to publish any advertisement on behalf of the Advertiser. Any deposit paid will not be refunded.
The Foxley Docket shall not be bound by any request from the Buyer to stop, cancel or suspend an Advertisement. The full costs remain due on cancellation, and the Buyer acknowledges that these charges represent a genuine pre-estimate of The Foxley Docket’s losses.
Payment for any advertisement is to be made on receipt of a proforma invoice which will be issued by the Publisher on receipt of order.