Confidentiality

In these Terms and Conditions, “we”, “us”, “our” are used in reference to Bloom IP of No 1 Leeds, 26 Whitehall Road, Leeds. LS12 1BE and “you”, “your”, “yourself” are used in reference to you, the person, legal or individual, with whom we contract under these Terms and Conditions

Confidential Information

Confidential Information means and relates to your project (product, idea or invention) and your IPR (including background IP) whether registered or not. Including but not limited to include, technical and business information relating to your proprietary ideas, patent/patents, designs, copyrights and/or trade secrets, existing and/or contemplated products, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models/prototypes, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

Confidential Information shall also include and we shall have a duty to protect it, other confidential and or sensitive information which :

Is disclosed by you in writing and marked as ‘Confidential’ (or with other similar designation) at the time of the disclosure.
Is disclosed by you in any other manner that is identified as ‘Confidential’ at any time of the disclosure.

Confidentiality

It is understood and agreed that you would like to exchange certain information to us that you consider to be confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, we agree as follows :

To ensure the protection of Confidential Information and in consideration of your agreement to exchange said information to us, it is agreed as follows :
We will keep your Confidential information strictly private and confidential, except where disclosure is required by law or regulation.
We shall use the Confidential Information only for the purpose of evaluating the viability and feasibility of the Project and assessing a potential business relationship with you.
Initially, and for the purposes of generally discussing and provisionally assessing the Project, we shall limit the disclosure of the Confidential Information to members within our own organisation.
Should we agree to comprehensively assess the viability and feasibility of the Project, it is agreed the Confidential Information may be disclosed to a select number of third parties (buyers, investors, designers, patent attorneys) on a need to know basis, who are aware of the confidential obligations to protect it.
We shall not disclose the Confidential Information to any third party that is not detailed above, (whether an individual, corporation or other entity) without firstly obtaining a signed confidentiality agreement from the third party and providing a copy of the same to you prior to disclosure.
We shall have satisfied our obligations under the paragraphs above if we and others who are permitted access to or use the Confidential Information take affirmative measures to ensure compliance with these Confidentiality obligations.

Exclusions

The above confidentiality terms impose no obligation upon us with respect to Confidential Information that :

Was in our possession before receipt from you;
Is a matter of public record;
Becomes a matter of public knowledge through no fault of ours;
Is rightfully received by us from a third party not owing a duty of confidentiality to you or without authorisation from you.

Warranty

You warrant you have the right to make the disclosures under these Terms and Conditions.
These Terms and Conditions shall not be construed as creating, conveying, transferring, granting or conferring upon us any rights, license or authority in or to the information exchanged, except the limited right to use of the Confidential Information as specified.
No license or conveyance of any intellectual property rights is granted to us or implied by these Terms and Conditions.
We both acknowledge and agree the exchange of Confidential Information under these Terms and Conditions shall not commit or bind us to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
You and us shall not be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organisation, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under these Terms and Conditions.

Limit of Liability

The limit of our liability shall be the maximum level of professional liability insurance that we have in place to cover any claim made against us. The sum insured is currently GB £5 million, subject to limitations.

Third Party Rights

A person who is not a party to these Terms and Conditions has no rights under the Contracts (Rights of Third Parties) Act 1999 to benefit from or enforce any provision of these Terms and Conditions.
If any of the provisions in these Terms and Conditions are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Terms and Conditions as a whole.

Independence

We are an independent contractor who are not employed or affiliated to you. These Terms and Conditions do not create a partnership or joint venture and neither party is authorised to act as agent or bind the other party except as expressly stated in these Terms and Conditions.

Alternative terms

The Terms and Conditions will apply until varied or replaced with alternative Terms and Conditions that have been mutually agreed in writing.

Entire Agreement

These Terms and Conditions contain the entire agreement between you and us concerning the disclosure of the Confidential Information and supersedes any previous contracts, agreements, arrangements, undertakings or proposals, oral or written.

Any addition or modification to these Terms and Conditions must be made in writing and signed by authorised representatives of both parties.

Governing Law and Jurisdiction

You irrevocably agree that English law shall apply to the construction and interpretation of our relationship and that English courts shall have exclusive jurisdiction to resolve any disputes arising in relation to it.

Acceptance of these Terms and Conditions

We acknowledge and understand this Confidentiality Agreement and voluntarily accept the duties, obligations and Terms and Conditions set forth within.