- Purpose of The Document.
Strengthscape and the Client wish to pursue discussions and negotiate with each other for the purpose of entering into a potential business arrangement in relation to Strenghtscape delivering training programmes for or to the Client, information regarding which is being shared under the document.
- Confidential Information.
All information disclosed by Strengthscape to the Client in the document is Confidential Information.
- Protection of Confidential Information.
3.1 The Client shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care as the Client uses to protect its own Confidential Information.
3.2 The Client shall not disclose the Confidential Information to any third party other than the Client’s affiliates, directors, employees, consultants, representatives, agents, on a need-to-know basis as is necessary to fulfil the Purpose under Clause 1.
3.3 Client must take all reasonable measures, at its own expense, to restrain such affiliates, directors, employees, consultants, representatives, agents from any prohibited or unauthorized disclosure or use of Confidential Information.
- Proprietary Rights.
4.1 Confidential Information shall at all times remain the property of Strengthscape and may not be copied or reproduced by the Client, in any manner whatsoever, without Strengthscape’s prior written express consent.
4.2 Strengthscape shall retain all rights, titles and interests to the Confidential Information disclosed under the document. The Client does not acquire, with respect to the Confidential Information, any intellectual property rights or any other rights or licenses under these Terms & Conditions, impliedly or otherwise.
4.3 If Strengthscape has any intellectual property rights, including without limitation rights relating to copyrights or rights relating to trademarks, with respect to the Confidential Information disclosed, the Client shall review the Confidential Information as set out in the Purpose under Clause 1, without violating, in any manner whatsoever, such intellectual property rights.
4.4 The Client shall not use the Strengthscape’s name, trademarks, proprietary words or symbols or Confidential Information disclosed under the document in any publication, press release, marketing material, business strategies or operation plans or on social media or otherwise, in any manner whatsoever without the prior written express approval and consent of Strengthscape.
- Destroy/Return of Confidential Information.
5.1 Within SEVEN (7) calendar days from receipt of a written request by Strengthscape, the Client shall return or destroy, as the Disclosing Party demands, all originals, copies, reproductions, summaries, notes or extracts of the Confidential Information disclosed in the document.
5.2 The Client shall certify to Strengthscape in writing that it has satisfied its obligations under Clause 5.1., within SEVEN (7) calendar days from fulfilling the said obligations.
- Injunctive Relief.
The Client agrees and acknowledges that these Terms & Conditions and the Confidential Information disclosed in the document are of a special, unique, and extraordinary character and that an impending or existing breach of these Terms & Conditions shall cause the Strengthscape irreparable harm and loss of competitive advantage, for which monetary damages would be an inadequate relief and remedy. Accordingly, the Strengthscape shall be entitled to seek injunctive relief and/or any other remedies or rights available to it at law or in equity, to remedy any threatened or actual breach of these Terms & Conditions.
7.1 The Client shall indemnify Strengthscape for all costs, expenses, losses or damages excluding legal or litigation costs and attorney’s fees, that Strengthscape incurs as a result of any breach of any of the provisions of these Terms & Conditions.
7.2 The Client shall indemnify Strengthscape for all costs, expenses, losses or damages excluding legal or litigation costs and attorney’s fees, that Strengthscape incurs as a result of any prohibited or unauthorized disclosure or use of Confidential Information by any third party, to whom the Client has disclosed Confidential Information under and in accordance with Clause 3.2.