Due to the nature of our services, Retrostructure Ltd. may require certain sensitive information from you. Should you and we decide that this information be kept confidential, the following IS SO AGREED:
1. Confidentiality obligations
In consideration of your providing confidential information, at your discretion, to Retrostructure Ltd., we shall:
1.1. Take all proper and reasonable measures to ensure that the confidential information is kept secret and confidential;
1.2. Neither disclose nor permit the disclosure of any confidential information to any person, except for disclosure to authorised persons or to a court or other public body in accordance with clause 2; and
1.3. Not use confidential information for any purpose, whether commercial or non-commercial, other than for the provision of our services.
2. Disclosure to authorised persons and court
2.1. We may disclose the confidential information to our officers, employees, agents, contractors, professional advisors, directors, subsidiaries or affiliates who reasonably need to receive the information to enable us to provide our services;
2.2. We shall ensure that these persons comply with our obligations under this Agreement;
2.3. To the extent that we are required to disclose confidential information by order of a court or other public body that has jurisdiction over you, we may do so.
3. Exceptions to confidentiality obligations
Our obligations under clause 1 shall not apply to confidential information that:
3.1. We possessed before you disclosed it to us;
3.2. Is or becomes publicly known, other than as a result of breach of the terms of this Agreement by us, or anyone to whom we disclosed it; or
3.3. We obtain from a third party, and the third party was not under any obligation of confidentiality with respect to the confidential information.
This Agreement shall continue in force from the date above until the completion of our services to you. Following the date of any termination of this Agreement, we shall make no further use of any confidential information received during the term of this Agreement, andour obligations under this Agreement shall otherwise continue in force as to that confidential information.
5. Jurisdiction and proper law
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the courts of England and Wales, to which you and we submit.