i. The parties have agreed on the user of information referred to below (hereinafter called “Information“).
ii. Harwin desires to protect its rights in, and the confidentiality of, the Information (hereinafter defined), and the Recipient desires to have access to the Information.
It is agreed as follows:
1) In this agreement, except where the context otherwise requires:-
i. The “Information” means any information which is not excluded by virtue of Clause 3 hereof, and which is contained in any documentation, drawings, specifications, manufacturing processes, diagrams, plans, notes, data, samples, software, software applications, computer outputs or other materials or records or other information, whether written or oral, of a business, financial or technical nature, which is marked or otherwise indicated or known to be of a confidential nature and which may be disclosed by Harwin or otherwise come to the attention of the Recipient during the Recipient’s involvement in the project.
ii. The “Information” means the provision of all information and support associated with Harwin Plc products or components, obtained either by web site access or direct electronic transfer to the Recipient.
2) In consideration of Harwin making the Information available to the Recipient, the Recipient undertakes as follows:
i. The Recipient shall hold the Information in complete confidence and, without Harwin’s’ prior written consent, will not disclose it, in whole or in part, to any person outside of the Recipient’s company, other than the person who is directly concerned with the Project and whose knowledge of such information is essential. The Recipient will ensure that any person who is to have access to the Information is aware of the contents of this Agreement.
ii. The Recipient will not use the Information for any purpose other than to enable the Recipient to undertake work on the current or future Projects.
iii. The Recipient will return to Harwin upon demand any or all information as specified in Clause 1 (i).
3) Harwin accepts that this undertaking does not apply to information which:-
i. Is in the public domain at the time of such disclosure.
ii. Was known to the Recipient prior to the disclosure by Harwin, in which case the Recipient shall so inform Harwin.
iii. Becomes known to the Recipient from a third party not owing obligations of confidence to Harwin, in which case the Recipient shall so inform Harwin.
4) The obligations in the Agreement shall be binding on the Recipient until and for so long as the Information retains commercial value.