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OS Insight non-disclosure agreement

You can join the OS Insightprogramme either online or manually. If you require hard copies of the non-disclosure agreement, application form or you are a non-UK company, please contact us.

If you are interested in joining the OS Insight programme, much of what we would like to communicate to you is commercially sensitive. In order that we can exchange information freely, we would ask that you read and agree to a mutual non-disclosure agreement.

Before you submit your application we are obliged to ensure that you fully understand and agree to the terms and conditions of the agreement we are proposing.

Important: By submitting this request to register as an OS Insight member, you confirm that you have read and agree to be legally bound by the terms and conditions of the OS Insight agreement (the ‘Agreement’), subject to our accepting your application. This is a legal agreement between:

(1) The Secretary of State for Business, Innovation and Skills, acting through Ordnance Survey, whose principal place of business is at Adanac park, Southampton, UK, SO16 0AS (‘we’, ‘our’, ‘us’) and

(2) you (being the organisation (or individual, where the form is completed on behalf of an organisation) named in the OS Insight application form).

Please read these terms and conditions carefully. By clicking the ‘agree’ button, you confirm that you have read, understand and agree to, the terms of the agreement. Please print a copy of the agreement for your own reference purposes.

If you have any queries regarding this agreement, please contact us.

Background

The OS Insight programme is an initiative to promote consultation and/or correspondence, and where applicable the ability to test data product, prior to launch. The overall purpose being to ensure Ordnance Survey data and partner solutions meet customer requirements.

It is agreed as follows:

1 Definitions

Confidential Information means all information, whether commercial, financial, technical or otherwise, relating to the Purpose or to the business of either party, whether written, oral, electronic or on any other media, including but not limited to any, proposals, information concerning research, development, business forecasts, business plans, sales and merchandising, marketing plans, correspondence (whether in writing or any other means), meeting notes, presentations, and which has been marked or identified as proprietary or confidential or is reasonably apparent from its nature to be treated as confidential.

Disclosing Party means the party disclosing Confidential Information.

Receiving Party means the party receiving Confidential Information.

Staff means any employee, contractor, director of the Receiving Party of or any subsidiary or holding company (as defined in section 736 of the Companies Act 1985) of the Receiving Party.

2 Duty of Confidentiality

Each party agrees as follows:

2.1 The Receiving Party shall only use Confidential Information of the Disclosing Party for the Purpose.

2.2 The Receiving Party shall effect and maintain adequate technical, organisational and security measures to safeguard the Confidential Information from unauthorised access, use or misappropriation.

2.3 Where the Receiving Party becomes aware of any unauthorised use, copying, loss or disclosure of the Confidential Information, the Receiving Party shall notify the Disclosing Party and provide all reasonable assistance to stop and, where possible, to remedy further unauthorised use, copying, loss and/or disclosure.

2.4 Neither party shall be in breach of this clause where any disclosure is required by law or by any court of competent jurisdiction or any disclosure is permitted under Clause 3 below.

2.5 Neither party shall make or permit others to make any reference to this Agreement, the Confidential Information or use of the other party’s name in any public announcements or promotional marketing or sales materials or efforts without the prior written consent of the other party.

3 Permitted Disclosure

3.1 The Receiving Party may communicate or disclose Confidential Information to its Staff on a strict need to know basis and PROVIDED that each and every person to whom Confidential Information is made available:

3.1.1 is made aware, before any disclosure of Confidential Information of its confidential nature;

3.1.2 is made aware that they owe a duty of confidence to the Disclosing Party; and

3.1.3 is under a written agreement to observe the duty of confidentiality.

3.2 The Receiving Party shall not be in breach of this Agreement where it uses Confidential Information and it can document and demonstrate that the Confidential Information concerned:

3.2.1 was independently developed by the Receiving Party without access or use of the Disclosing Party’s Confidential Information;

3.2.2 was lawfully received from an independent third party by the Receiving Party without any restriction or obligation of confidentiality; or

3.2.3 is or becomes publicly available through no fault of the Receiving Party.

4 Ownership of material and Intellectual Property Rights

4.1 All material containing Confidential Information shall remain the property of the Disclosing Party and shall not be reproduced in whole or in part without the Disclosing Party’s written consent. Any copies shall become the Disclosing Party’s property and the Receiving Party shall ensure that all copies display the copyright and/or other proprietary notice.

4.2 The Receiving Party agrees that nothing in this Agreement grants any property rights to the Receiving Party including, without limitation, any intellectual property rights based on or relating to the Confidential Information.

4.3 The Receiving Party shall not make, have made, use or sell for any purpose any product or service using, incorporating or derived from any Confidential Agreement of the Disclosing Party.

5 Return of Information

When the Purpose is completed, or at any time on the written request of the Disclosing Party, the Receiving Party shall return all Confidential Information, all materials embodying any Confidential Information, including any copies. Agreement Restricted – commercial to the Parties to the Agreement.

6 General

6.1 This Agreement shall become effective on the date any Confidential Information of the Disclosing Party is made available to the Receiving Party.

6.2 The termination or expiry of this Agreement for any reason will not affect the parties, obligations set out in this Agreement.

6.3 If any provision of this Agreement is found to be unenforceable or invalid by a competent authority, the parties agree that the rest of the Agreement shall stand.

6.4 This Agreement shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

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