v5.0 – effective from May 15th, 2019 until June 30th 2019.

1. Definitions and Interpretation

1.1  The parties to the Agreement are Conjura and the entity set out as Client on the relevant Mutual Non-Disclosure Agreement.

1.2  Unless the context otherwise requires, in this Agreement:

Agreement” means a signed Mutual Non-Disclosure Agreement, together with these terms.

Confidential Information” means all information in whatever form (including without limitation, written, oral, visual or electronic form, or on tape or disk) relating to the business of the Disclosing Party, that is directly or indirectly disclosed to the Receiving Party or any of its representatives by any agent or employee of the Disclosing Party or which comes to the Receiving Party’s attention in connection with the Purpose where the information is (i) identified at the time of disclosure as confidential; or (ii) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Disclosing Party” shall have the meaning set out in Clause 2.1 of this Agreement;

Purpose” means discussions and negotiations in respect of the provision of certain software services, consultancy services or custom solutions by Conjura and the trial testing of data in relation to same; and

Receiving Party” shall have the meaning set out in Clause 2.1 of this Agreement.

1.3  In this Agreement, unless the context otherwise requires:

  • a reference to:
    • any party includes its successors in title and permitted assigns;
    • a “person” includes any individual, firm, body corporate, association or partnership, government or state or agency of a state, local authority or government body or any joint venture association or partnership (whether or not having a separate legal personality);
    • a “company” shall be construed so as to include any company, corporation or body corporate, wherever and however incorporated or established;
    • a Clause, sub-clause, Paragraph, Sub-Paragraph, or Schedule, unless otherwise specified, is a reference to a Clause, sub clause, Paragraph Sub Paragraph of or Schedule to this Agreement;
    • the singular include the plural and vice versa and references to one gender includes all genders;
    • “day” or a “Business Day” shall mean a period of twenty-four (24) hours running from midnight to midnight;
    • the Disclosing Party shall include the Disclosing Parties’ subsidiaries and/or holding companies, if any; and
    • references to the Receiving Party shall include the Receiving Party’s subsidiaries and/or holding company, if any.

1.4  The headings in this Agreement are inserted for convenience only. They are to be ignored in the interpretation of this Agreement.

2. Confidentiality Obligations

2.1  In return for the Parties giving each other Confidential Information, each Party (the “Receiving Party”) undertakes to keep confidential, all Confidential Information disclosed by the other Party to this Agreement (the “Disclosing Party”).

2.2  The Receiving Party agrees that it shall:

  • use the Confidential Information solely for the Purpose;
  • not directly or indirectly disclose it in whole or in part to any person (or allow it to be disclosed) or make copies of it unless permitted by this Agreement;
  • ensure that no one discovers or is given access to the Disclosing Party’s Confidential Information unless authorised; and
  • inform the Disclosing Party immediately upon becoming aware or suspecting that an unauthorised person has become aware of or has gained access to the Disclosing Party’s Confidential Information.

2.3  Clauses 2.1 and 2.2 shall not apply to the extent that:

  • such Confidential Information was in the possession of the Receiving Party without obligation of confidentiality, prior to its disclosure;
  • such information was already in the public domain at the time of disclosure or subsequently falls into the public domain otherwise than as a direct or indirect result of the information being disclosed in breach of this Agreement;
  • the Receiving Party can establish to the reasonable satisfaction of the Disclosing Party that it obtained the information from a source not connected with the Disclosing Party and that the source is not under any obligation of confidence in respect of the information;
  • such information was obtained from a third party without obligation of confidentiality; or
  • such information was independently developed by an officer, employee or agent of the Receiving Party independently of and without reference to the Disclosing Party’s Confidential Information.

2.4  For the avoidance of doubt, Confidential Information shall not be deemed to be in the public domain merely because it is known to a limited number of third parties having experience in the relevant field. In addition, any combination of elements of the Confidential Information shall not be deemed to be within the foregoing exceptions merely because individual elements of the Confidential Information are in the public domain but only if the combination is in the public domain.

2.5  A Receiving Party may disclose a Disclosing Party’s Confidential Information:

  • during the term of this Agreement, to:
    • each of its officers or employees or advisors;
    • professional advisers or consultants engaged to advise it in connection with the Purpose; and
    • to bankers and potential investors and their professional advisers or consultants for the purpose of securing financing in relation to the Purpose;
  • to the extent that that disclosure is necessary for the Purpose provided that each such recipient is aware of, and complies with, these confidentiality obligations;
  • to the extent required pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulatory body provided that the Receiving Party, to the extent that it is lawful for it to do so, provides prompt notice to the Disclosing Party of any such requirement, discloses no more information than is so required and co-operates at the Disclosing Party’s request and expense, with any attempts to obtain a protective order or similar treatment; or
  • to the extent that the Disclosing Party has given prior written consent to such disclosure.

3. Provision of Information

The Receiving Party acknowledges that the Disclosing Party makes no representation with respect to the accuracy or completeness of the Confidential Information except to the extent agreed by the Disclosing Party in writing. Notwithstanding the fact that Confidential Information may be disclosed, the Receiving Party understands and agrees that all such Confidential Information shall remain the property of the Disclosing Party. The Receiving Party acknowledges and agrees that it shall not have any right, title, claim, interest, security interest or lien, in, on or to the Confidential Information at any time.

4. Redelivery of Confidential Information

The Receiving Party acknowledges and agrees that the Receiving Party will redeliver to the Disclosing Party, at the request of the Disclosing Party or on cessation of discussions relating to the Purpose, any Confidential Information in its possession and will not retain any copies, extracts or other reproductions in whole or in part of the Confidential Information save only that the Receiving Party shall be entitled to retain such Confidential Information as is reasonably required for legal, accounting and regulatory purposes provided that the Receiving Party notifies the Disclosing Party that it is retaining Confidential Information on this basis and cites the applicable legal, accounting or regulatory requirement in such notice.  The Receiving Party further agrees that all documents, memoranda, notes and other writings whatsoever prepared by the Receiving Party or its directors, officers, agents, employees, representatives or advisers based on or arising from or in connection with the Confidential Information or any of it shall (to the extent reasonably practicable) be destroyed.

5. Duration

The obligations as to confidentiality contained in this Agreement shall survive for a period of five (5) years from the Agreement Date, notwithstanding the cessation of the discussions relating to the Purpose.

6. Relief; No Waiver of Rights

If the Receiving Party fails to comply with any obligations hereunder, the Disclosing Parties may suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation. Accordingly, the Disclosing Party may be entitled, in addition to any other remedies available to any of them at law or in equity, to seek injunctive relief to specifically enforce the terms of this Agreement.  It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

7. Notices

7.1  Except as otherwise expressly provided in the Agreement, no communication from one Party to the other shall have validity under this Agreement unless made in writing by or on behalf of Conjura or Client. The address of each Party shall be as set out on the signed Mutual Non-Disclosure Agreement, provided that, either Party may change its address and representative for service by notice, to the other Party, as provided herein. Any notice or other communication which either Party is required or authorised by the Agreement to serve on the other shall be sufficiently served if sent to the authorised representative of the other at the address specified herein: (i) by hand; or (ii) by registered post; or (iii) by facsimile transmission, confirmed by registered post or recorded delivery; or (iv) by electronic mail.

7.2  Notices sent by registered post shall be deemed to be served three (3) Business Days following the day of posting. Notices sent by facsimile transmission shall be deemed to be served on the day of transmission if transmitted before 4:00p.m. on a Business Day, receipt acknowledged, but otherwise on the next Business Day, provided that, confirmation by registered post is sent the same day. Notices sent by electronic mail, where such is an established means of communication between the Parties, shall be deemed to be served on the day of transmission if transmitted before 4:00p.m. on a Business Day, receipt acknowledged, but otherwise on the next Business Day. In all other cases, notices and other communications shall be deemed to have been served on the day they are actually received.

8.  Assignment

Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

9.  Entire agreement

This Agreement contains the whole and entire agreement and arrangement between the Parties relating to the subject matter hereof and supersedes and replaces all prior agreements, arrangements and understandings between the Parties relating to that subject matter. Each Party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person, whether a Party to this Agreement or not (a “Representation”), other than as expressly set out in this Agreement.  Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.  Nothing in this Clause 9 shall limit or exclude any liability for fraud, including, but not limited to, fraudulent misrepresentation.

10. Variation and waiver

A variation of this Agreement shall be in writing and signed by or on behalf of both parties.

11. Severance

11.1  If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

11.2  If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

12. Counterparts

This Agreement may be executed in any number of counterparts, each of which is an original and all of which when taken together shall constitute one and the same agreement.

13. Governing law and jurisdiction

The Agreement and any dispute arising from it, whether contractual or non-contractual, will be governed by the laws according to the table below:

If the Conjura entity entering into this Agreement is: Notices should be addressed to: Governing law is:
Conjura Inc. 33 Irving Place

New York

NY 10003

Delaware and controlling United States federal law
Conjura Ltd. 14 Grays Inn Road

London

United Kingdom

WC1X 8HN

England
Corbett Quilty Ltd. Block 9/10

Belfield Office Park

Clonskeagh

Dublin D04 V2N9

Ireland