1. Purpose:
The Disclosing Party intends to disclose certain confidential and proprietary information (the “Confidential Information”) to the Receiving Party for the purpose of discussing, developing, or collaborating on the Community Pharmacy National Booking Service project (the “Purpose”).
2. Definition of Confidential Information:
Confidential Information includes but is not limited to:
• Business plans, concepts, and strategies related to the booking platform.
• Technical information, designs, flowcharts, architecture, diagrams, and schematics.
• Software architecture and AI-driven triage models.
• Financial information, marketing strategies, and projections.
• Any other information marked as confidential or disclosed verbally and confirmed in writing as confidential.
3. Obligations of Receiving Party:
The Receiving Party agrees to:
• Keep all Confidential Information strictly confidential and not disclose it to any third party without the written consent of the Disclosing Party.
• Use the Confidential Information solely for the Purpose outlined in this Agreement.
• Protect the Confidential Information with the same level of care used to protect their own confidential information.
4. Exclusions from Confidential Information:
Confidential Information does not include information that:
• Is or becomes publicly available without breach of this Agreement.
• Is independently developed by the Receiving Party without using the Disclosing Party’s Confidential Information.
• Is disclosed by a third party legally entitled to make such disclosure.
• Is required to be disclosed by law or court order, provided that the Receiving Party promptly notifies the Disclosing Party to seek a protective order.
5. Term and Termination:
• This Agreement shall remain in effect for a period of 3 years from the date of disclosure.
• Upon termination, the Receiving Party shall return or destroy all copies of the Confidential Information upon the Disclosing Party’s request.
6. Intellectual Property Rights:
All intellectual property rights related to the Community Pharmacy National Booking Service project remain the exclusive property of the Disclosing Party. No license or right to use any intellectual property is granted under this Agreement.
7. Remedies:
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief, damages, or both.
8. Governing Law:
This Agreement shall be governed by the laws of England and Wales.
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