Confidentiality and Non-Disclosure
Studiospace Client Agreement
1.
Introduction
1.1.
Studiospace and You (each a “ Party”, and together the “ Parties”) are proposing to disclose certain Confidential Information (as defined below) to one another in connection with the Purpose (as defined below).
“Studiospace” refers to:
Studiospace UK; Studiospace Technology Ltd (“Studiospace”) registered at 21 Belvedere Drive London England SW19 7BU, company registration number 09671445Studiospace Australia;
Studiospace Australia Pty Ltd, ABN 17 650 337 081 whose registered office is at Level 29, 66 Goulburn Street, Sydney, NSW 2000
Studiospace USA; Studiospace Technology LLC, a Delaware corporation, with a place of business at 418 Broadway, STE 4521, Albany, NY 12207
1.2.
This agreement sets out the undertakings being given by the Parties regarding the use of the Confidential Information for the Purpose.
1.3.
Capitalised terms and expressions are defined in the main body of this letter agreement or as follows:
“ Authorised Recipient” means:
(a)
any officer, director, employee, contractor, or agent of the Receiving Party who needs access to Confidential Information for the Purpose;
(b)
any professional adviser who needs access to Confidential Information for the purposes of providing his services to the Receiving Party in connection with the Purpose; and
(c)
any other person connected with the Receiving Party who the Disclosing Party agrees in writing may receive Confidential Information, such as we will only share COUNTERPARTY contact information and business briefs with the 3rd parties that the COUNTERPARTY has selected on Studiospace website.
“ Connected Person” means, in relation to the Disclosing Party, any person who is an officer, director, employee, contractor or other authorised representative of the Disclosing Party;
“ Confidential Information” means any documents, materials, data, content, know-how or other information (whenever and in whatever form) supplied by the Disclosing Party or any of its Connected Persons to the Receiving Party or an Authorised Recipient, whenever and in whatever form. in connection with the Purpose, including, without limitation:
(d)
any information about the nature or existence of the Purpose (and the underlying subject-matter of the Purpose);
(e)
any confidential and/or proprietary information about the Disclosing Party’s finances, business, commercial affairs, products, services, data, operations, processes, previous or existing clients and projects, technical information or other affairs;
(f)
any information, findings, data, content or analysis derived from Confidential Information; and
(g)
any other information identified as confidential by the Disclosing Party;
“ Disclosing Party” means a Party when it discloses Confidential Information to the other Party;
“ Party” and “ Parties” each have the meaning given in clause 1.1;
“ Purpose” means the presentation by You of a marketing services or business brief and relating documents with regards to the possibility of appointing a Studiospace registered agency to deliver the work. It is expected that the user journey will follow this process - (1) go onto Studiospace website, browse the agency profiles, (2) select the agency you want to respond to their brief, (3) enter your contact details and availability for a meeting (4) read & click button to agree T&Cs (5) submit a brief
“ Receiving Party” means a Party when it receives Confidential Information from the other Party; and
“ Undertakings” mean the obligations detailed in clause 2 below.
2.
Confidentiality undertakings
2.1.
The Receiving Party shall:
(a)
hold Confidential Information in strict confidence and may not copy or reproduce it or disclose it to any person other than to an Authorised Recipient. For these purposes, ‘disclosing’ Confidential Information includes making it available in any way (directly or indirectly), whether deliberately or not;
(b)
use Confidential Information only for the Purpose and not any other purpose;
(c)
ensure that each Authorised Recipient of Confidential Information shall use the Confidential Information only for the Purpose or providing services to the Receiving Party in connection with the Purpose, and not any other purpose;
(d)
ensure that each Authorised Recipient is aware of the terms of this agreement, and complies with its terms as if it had itself signed this agreement and agreed to its terms. The Receiving Party shall be responsible for any breach of the terms of this agreement by any Authorised Recipient as if the Receiving Party were the party that had breached them; and
(e)
exert at least the same degree of care in protecting the Disclosing Party’s Confidential Information as it does for its own similar confidential information.
2.2.
This agreement shall come into effect on the date of acceptance by both Parties and shall remain in force until the date which is three years from such date.
3.
Exceptions to the Undertakings
3.1.
The Undertakings shall not apply to Confidential Information to the extent that the following circumstances apply to that Confidential Information:
(a)
the Confidential Information is already in the public domain when it is first made available to the Receiving Party (except that the Undertakings shall apply to any extract or compilation of otherwise public information in a form not publicly known);
(b)
written records show that when the Confidential Information was first made available to the Receiving Party it was already in the lawful possession of the Receiving Party or an Authorised Recipient;
(c)
the Confidential Information is required to be disclosed by applicable law or regulation. If the Receiving Party believes that this sub-clause applies, it shall, as far as it is lawful to do so: (i) first consult the Disclosing Party to give the Disclosing Party an opportunity to contest the disclosure; and (ii) take into account the Disclosing Party’s reasonable requirements about the proposed form, timing, nature and extent of the disclosure;
(d)
the Confidential Information is agreed between the Parties in writing not to be confidential; and/or
(e)
the Confidential Information became available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party’s knowledge, has not breached a confidentiality obligation in respect of that information.
4.
Return or destruction of Confidential Information
4.1.
If the Disclosing Party asks the Receiving Party or any Authorised Recipient to destroy Confidential Information or return Confidential Information to the Disclosing Party, clauses 4.2 to 4.4 shall apply, subject to clause 4.5.
4.2.
Within 10 days after receiving the request, the Receiving Party shall destroy, or return to the Disclosing Party, all copies of any document that contains the Confidential Information. For these purposes, ‘document’ includes any material prepared by or on behalf of the Receiving Party or any Authorised Recipient.
4.3.
The Receiving Party shall take reasonable steps to erase the Confidential Information, and any document referred to in clause 4.2, from any computer or other digital device on which it is held.
4.4.
The Receiving Party shall appoint one of its authorised officers to supervise the steps contemplated by clauses 4.2 and 4.3 and, if requested by the Disclosing Party, to certify in writing to the Disclosing Party that they have been carried out.
4.5.
The Receiving Party may retain any Confidential Information for such period as it is required to do so by any applicable law or regulation provided that it continues to be held in compliance with this agreement.
5.
No representation or warranty
5.1.
Neither the Disclosing Party nor any of its respective Connected Persons makes any representation or warranty as to its accuracy, reliability or completeness concerning the Confidential Information, including but not limited to its accuracy and completeness.
5.2.
Neither the Disclosing Party nor any of its Connected Persons:
(a)
has any obligation to provide further information, to update the Confidential Information, or to correct any inaccuracies in it; or
(b)
has any liability to the Receiving Party, any Authorised Recipient or any other person resulting from the use of the Confidential Information by the Receiving Party or any Authorised Recipient in accordance with this agreement.
5.3.
The Disclosing Party reserves all rights in the Confidential Information. No rights in respect of the Confidential Information are granted to the Receiving Party.
6.
Announcements
No public announcement or press release shall be made by either Party regarding this letter agreement, or any of the matters detailed in it (including the existence of this agreement and/or the Purpose) without the prior written consent of the other Party to the wording of any such announcement or release.
7.
Commercial Terms
7.1.
In the event that you contract with Studiospace to deliver a project via one of our agencies, you agree to pay 50% of fees on commencement of the project and the remaining 50% on completion, or for projects longer than 1 month in duration, you agree to monthly milestone payments. The specific invoicing schedule will be agreed with you as part of the project Statement of Work.
7.2.
Studiospace commits to pay the selected Agency according to our agreement with that agency, including any early payment terms.
8.
General
8.1.
Nothing in this agreement shall impose an obligation on either Party to continue to pursue the Purpose, or an obligation on either Party to disclose any information to the other Party.
8.2.
Each Party agrees that it shall not have (and shall not hold itself out as having) any authority to give any statement, warranty, representation or undertaking on behalf of the other Party in connection with the Purpose or otherwise.
8.3.
Each Party agrees that, without affecting any other rights or remedies, if a breach of the terms of this agreement occurs or is threatened, damages may not be an adequate remedy, and that the remedies of injunction, specific performance and other equitable relief, or any combination of these remedies, may be available.
8.4.
No failure or delay by either Party in exercising any right under this agreement shall operate as a waiver of the right, and no single or partial exercise of any right under this agreement shall preclude any further exercise of it.
8.5.
If and to the extent that any provision of this agreement is held to be invalid or unenforceable, it shall be given no effect and shall be deemed not to be included in this agreement, but everything else in this agreement shall continue to be binding.
8.6.
A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce the terms of this agreement.
8.7.
This agreement and any non-contractual obligations arising out of or in connection with it or the Purpose or the negotiations relating thereto shall be governed by, and construed in accordance with, English law. The English courts shall have exclusive jurisdiction in relation to all disputes arising out of, or in connection with, this agreement.
8.8.
This agreement sets out the whole agreement between the Parties in respect of the subject matter of this agreement. It supersedes any previous draft, agreement, arrangement or understanding between them, whether in writing or not, relating to its subject matter. Nothing in this clause shall limit any liability for fraud.
You agree to these terms by accepting them on our website or by signing this document and returning it to Studiospace.
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