Confidentiality Agreement

Confidentiality Undertaking

I, [insert name] of [insert address] hereby acknowledge that in the course of my contract with Jacobs Massey Ltd (Company) I may receive information of a confidential nature (Confidential Information) for the purpose of providing services to the Company (Permitted Purpose) on the following terms:

1. Undertaking

In consideration of the Company disclosing the Confidential Information to me, I agree and undertake that I shall not without the prior written consent of the Company or Jacobs Massey either during my contract with the Company or after its termination:

(a) use any Confidential Information otherwise than for the Permitted Purpose; nor

(b) disclose any Confidential Information to any person other than to an employee of the Company or to a third party to whom I have been instructed by the Company that I may disclose such Confidential Information.

2. Scope of Confidential Information

2.1 In this Undertaking, information shall constitute Confidential Information irrespective of whether communicated orally, electronically or in writing by the Company or made or obtained through observations made by me at the offices or other premises of the Company or otherwise.

2.2 No information shall be subject to any restrictions against disclosure or use under this Undertaking which I or the Company can prove is or has become public knowledge otherwise than through my default or the Company’s default, or was already lawfully in mine or the Company’s possession prior to its disclosure to me by the Company or by the Company to me, or is subsequently disclosed to me or the Company by a third party who did not obtain the same from the Company or me.

3. Return of Confidential Information

I shall promptly provide the Company (upon receipt of a notice from the Company demanding the same and in any case on the termination of the contract with the Company all documents and materials containing, embodying or made according to the Confidential Information (whether originals or copies) then in my possession, custody or control and the Company shall promptly do the same with all documents which I have supplied to them.

4. Comply with provisions of Agreement

I will in all respects duly perform and observe all the provisions of and obligations contained in the agreement between Jacobs Massey and the Company as attached which are to be performed or observed by Jacobs Massey, and I will indemnify Jacobs Massey in respect of any loss or damage that Jacobs Massey may suffer or incur in performing the said provisions and obligations except to the extent that those consequences are shown not to be the result of any wrongful or negligent act or omission on my part

5. Law

I agree that this Undertaking shall be governed by English law.

Signed by [insert name]

Date [insert date]

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