CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) dated TODAY

BETWEEN:

RUSSELL SCOTT ENTERTAINMENT LIMITED
(individually and collectively the “Company”)

OF THE FIRST PART

– AND –

“You” (named in Agreement section below)
(the “Client”)

OF THE SECOND PART

BACKGROUND:

1. The Company and the Client desire to enter into a confidentiality agreement.
2. Both parties will receive certain confidential information (the ‘Confidential Information’).

IN CONSIDERATION OF and as a condition of both parties providing such Confidential Information in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

1. All written and oral information and materials disclosed or provided under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided.
2. ‘Confidential Information’ means all data and information relating to the services, product or products of the party as well as all data and information, including but not limited to, the following:

1. 1. ‘Customer Information’ which includes names of customers of either party, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of either party;
   2. ‘Intellectual Property’ which includes information relating to the either party’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
   3. ‘Marketing and Development Information’ which includes marketing and development plans of either party, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;
   4. ‘Business Operations’ which includes internal personnel and financial information of either party, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the either party’s business;
   5. ‘Product Information’ which includes all specifications for products of either party as well as work product resulting from or related to work or projects of either party, of any type or form in any stage of actual or anticipated research and development;
   6. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of either party, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
   7. ‘Service Information’ which includes all data and information relating to the services provided by either party, including but not limited to, plans, schedules, manpower, inspection, and training information;
   8. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of either party, whether in human-readable or machine-readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
   9. ‘Computer Technology’ which includes all scientific and technical information or material of either party, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
   10. ‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of either party;
   11. Confidential Information will also include any information that has been disclosed by a third party to either party and is protected by a non-disclosure agreement entered into between the third party and either party; and
   12. Personal information belonging or relating to either party.

3. Confidential Information will not include the following information:

1. 1. Information that is generally known in the industry of either party;
   2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
   3. Information that the Recipient rightfully had in its possession prior to receiving the Confidential Information from either party;
   4. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or
   5. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

Confidential Obligations

1. Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.
2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the respective party and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the other party or any of their affiliates or subsidiaries.
3. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
4. The Recipient may disclose any of the Confidential Information:
   
   1. to such of its employees, agents, representatives and advisors that have a reasonable need to know for the Permitted Purpose provided that:
      
      1. the Recipient has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Recipient;
      3. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Recipient agrees to be responsible for and indemnify the other party for any breach of this Agreement by its personnel.
   2. to a third party where the respective party has consented in writing to such disclosure; and
   3. to the extent required by law or by the request or requirement of a court of law, a regulatory body, or an administrative tribunal.
5. The Recipient agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.

Non-Solicitation

1. The Client, its affiliates, subsidiaries and representatives will not, from the date of this Agreement until twenty four (24) months after termination, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Company or any affiliate without the prior written consent of the Company.

Non-Competition

1. From the date of this Agreement until twenty four (24) months after termination, the parties will not divert or attempt to divert from either party any business the other party had enjoyed, solicited, or attempted to solicit, from their customers, at the time the parties entered into this Agreement.

Ownership and Title

1. Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the other party.

Remedies

1. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the other party. Accordingly, the Recipient agrees that the other party is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Recipient, any of its personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

1. Both parties will keep track of all Confidential Information provided to it and the location of such information. Either party may at any time request the return of all Confidential Information from the Recipient. Upon the request, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
   
   1. return all Confidential Information to the respective party and will not retain any copies of this information, unless for the need of any continuation of service by the Company to the Client in the future;
   2. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient’s review of the confidential information; and
   3. provide a certificate to the other party that such materials have been destroyed or returned, as the case may be.

Notices

1. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the other party prompt written notice of such request so they may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regards to the request.
2. If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the other party and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information and make any claims thereof.
3. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

Representations

1. In providing the Confidential Information, the respective party makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information.

Termination

1. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.

Assignment

1. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

1. This Agreement may only be amended or modified by a written instrument executed by both parties.

Governing Law

1. This Agreement will be construed in accordance with and governed by the laws of the Country of England.

General Provisions

1. Time is of the essence in this Agreement.
2. This Agreement may be executed in counterparts.
3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
4. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
5. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the other party in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
6. Both parties acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of both parties the broadest possible protection to maintain the confidentiality of the Confidential Information.
7. No failure or delay by either party in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
8. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of both parties.
9. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.
10. All professional advice or methodology
    given by the Company is provided on an ‘advice-only’ basis. The Company
    takes no responsibility for its implementation or execution.  The
    Company cannot be held liable for any repercussions thereof. 
11. The Client should take legal advice where needed before the implementation of any advice by the Company.

TERMS OF BUSINESS

1. All fees quoted are exclusive of VAT.
2. Scheduled services to be paid monthly in advance unless otherwise agreed. Payment will be taken from a stored credit card unless other agreed.
3. Additional services will be invoiced at the end of each month.  Payment will be taken from a stored credit card unless other agreed.
4. Where the provision of service is ongoing or purchased as a package or programme, the client can terminate service giving one month’s notice or as specified at the time of purchase.
5. Sessions may be cancelled or rescheduled giving 24hrs notice without charge, else the full session fee will be payable in all cases.

AGREEMENT

Please complete the form below in acceptance of this agreement.