Terms & Conditions
Mutual Confidentiality Terms
At True Value, we understand that protecting your confidential information is important. We also want to protect the confidential information of our business. As such, these mutual confidentiality terms seek to protect both parties.
Parties
These mutual confidentiality terms (Agreement) are made between True Value Property Advice Limited, a company registered in England and Wales with company registration number 16469523, of 5 Argyle Street, Bath, England, BA2 4BA (True Value); and the prospective client, whose name is set out in the ‘Client Registration of Interest’ form (Prospective Client), together the Parties and each a Party.
You accept this Agreement by ticking ‘I accept’ on our Client Registration of Interest’ form, indicating your acceptance.
IT IS AGREED AS FOLLOWS:
Confidentiality obligations
1.1 Term: This Agreement will commence on the date it is executed in accordance with its terms and continue until terminated by either Party with 30 days’ notice to the other Party. Upon termination of this Agreement, the obligations of the Recipient with respect to any Confidential Information received prior to the expiry of this Agreement will continue for a period of 3 years.
1.2 In consideration for the Confidential Information being disclosed to it, the Recipient agrees for the duration of the Term to:
not disclose the Confidential Information to any third party;
treat the Confidential Information as strictly secret and confidential, and to use the same care to prevent the disclosure of the Confidential Information as a reasonable person would use under similar circumstances;
only use the Confidential Information for the Purpose and not for any other purpose, including, but not limited to, for personal interest or gain or to compete against the Discloser; and
only disclose Confidential Information to its Personnel on a strictly need to know basis and only for the Purpose and ensure that such Personnel are subject to confidentiality obligations at least as extensive as those contained in this Agreement. The Recipient will be responsible and liable for the acts and omissions of its Personnel.
1.3 The obligations under clause 1.1 do not apply to information:
which the Discloser expressly agrees in writing is free of any non-disclosure obligations;
which is lawfully received by the Recipient or any of its Personnel from a third party, free of any non-disclosure obligations;
that is already in the public domain, except as a direct or indirect result of the Recipient’s (or its Personnel’s) breach of this Agreement or any other duty of confidence owed by the Recipient; and/or
that must be disclosed by law.
Ownership
2.1 The Recipient agrees that, as between the Parties, the Discloser owns all Intellectual Property Rights in the Discloser’s Materials, and that nothing in this Agreement constitutes a transfer of any Intellectual Property Rights in the Discloser’s Materials to the Recipient. The Discloser’s disclosure, and the Recipient’s use, of the Confidential Information does not grant it a licence, or act as a right of use, to any Intellectual Property Rights subsisting in Discloser’s Materials
2.2 The Prospective Client agrees that all Intellectual Property Rights in any intellectual property related to True Value belongs to True Value, and that nothing in this Agreement constitutes a transfer of any Intellectual Property Rights in True Value’s intellectual property to the Prospective Client.
Damages
The Recipient agrees that if the Recipient breaches its obligations under this Agreement, the Discloser may suffer loss and/or damage, monetary damages may not be an adequate remedy for the Discloser in relation to such loss and/or damage; and the Discloser is entitled to seek an injunction, specific performance or any other remedy available at law or in equity, in its discretion, to protect its Confidential Information from breach (or threatened or continuing breach) of this Agreement by the Recipient, its Personnel or any other persons directly or indirectly acting for, or on behalf of, the Recipient.
Return of Confidential Information
The Recipient must (and must ensure that its Personnel) immediately, upon the expiry or termination of this Agreement, or when requested by the Discloser (at the Discloser’s election) return to the Discloser all information, data and/or documents containing or relating to the Confidential Information; and/or destroy any copies of any information, data and/or documents containing or relating to the Confidential Information not returned to the Discloser, and provide written confirmation to the Discloser that it has complied with the provisions of this clause. The Recipient may keep one copy of such information, in secure and confidential storage, if required by law for record keeping purposes, and only to the extent and for the period required by law.
Non-compete
5.1 The Prospective Client agrees that it and its Personnel will not (whether inadvertently, directly or indirectly) for the Term and for a period of 24 months after the Term, directly or indirectly carry on, promote, engage in (including as an employee, officer or consultant) or invest in any business or activity which, in the reasonable opinion of True Value, is in competition with, or is of a similar nature to, True Value’s business model.
5.2 The Prospective Client agrees that, in consideration of this Agreement, the terms of this clause 5 are reasonable given the novel nature of the True Value business, are necessary to protect True Value’s legitimate business interests, and do not unreasonably restrict the Prospective Client’s right to carry on its own profession or trade.
General
6.1 Amendment: This Agreement may only be amended by written instrument executed by the Parties.
6.2 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
6.3 Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of this Agreement, nothing in this Agreement confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
6.4 Disputes: The parties will first attempt to resolve any disputes through good faith negotiations. If a dispute remains unresolved after 30 days of negotiations, either party may initiate mediation in London. If mediation fails to resolve the dispute within 60 days of its commencement, either party may then pursue legal action. Notwithstanding the above, either party may seek urgent injunctive relief from a court when necessary.
6.5 Entire agreement: This Agreement represents the complete understanding between the Parties and supersedes all prior communications or agreements. Neither Party shall have any claim based on statements or representations not explicitly included in this Agreement.
6.6 Survival: The Parties acknowledge and agree that any clause that should by its nature survive the expiry or termination of this Agreement, will survive the expiry or termination of this Agreement, including clauses 1, 2, 4 and 5.
6.7 Governing law: This Agreement is governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales.
6.8 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
Definitions
In this Agreement, unless the context otherwise requires:
Confidential Information means all information, in any form, which the Discloser or its Personnel discloses to the Recipient or its Personnel, at any time, including: the existence, status, and terms of discussions, negotiations, and this Agreement; any proprietary information relating to the Purpose, business operations, intellectual property, trade secrets, technology, processes, financial matters, marketing, customers, suppliers, and True Value (where True Value is the Discloser); any notes, records, or information derived from the Confidential Information; and any other commercially sensitive information of the Discloser, whether or not such information is reduced to a tangible form or marked in writing as “confidential” or is provided orally, and whether it is disclosed by the Discloser to the Recipient (or any of its Personnel) or received, acquired, overheard, or learnt by the Recipient (or any of its Personnel) in any way whatsoever.
Discloser means the party disclosing Confidential Information to the Recipient as contemplated by this Agreement.
Discloser’s Materials means any and all work, models, processes, technologies, strategies, materials, information, documentation and services, and any Intellectual Property Rights subsisting in any of the aforementioned, owned, licensed or developed by or on behalf of the Discloser or its Personnel, and includes any future materials.
Intellectual Property Rights means all rights in any copyright, designs, trademarks, domain names, know-how, inventions, processes, trade secrets, confidential information, software, databases, and any other intellectual or industrial property rights, whether registered or unregistered, including applications and rights to apply for such rights, in any part of the world.
Personnel means, in respect of a Party, any of its employees, consultants, contractors, officers, professional advisers or agents.
Purpose means to facilitate discussions between the Parties regarding a potential business transaction.
Recipient means the party receiving Confidential Information from the Discloser as contemplated by this Agreement.
