Two way Non Disclosure agreement for disclosing the details of a Transaction. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This is drafted in neutral form.
The parties are in consideration of the Transaction, and will each be providing the other with certain confidential information. This Agreement relates to information at any time and from time to time supplied by a party or by any of the Connected Persons orally, in writing or in any other form to the other or its Representatives in connection with the Transaction
To maintain the confidentiality of the disclosed Information each party shall:
(a) not disclose the Information to anyone except to those of their Representatives who need access to it for the Purpose on the basis that they themselves will not disclose, copy, reproduce or distribute it to any person who is not an Approved Representative.
(b) apply to the Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential information and which the receiving party warrants as providing adequate protection from unauthorised disclosure, copying or use.
To the extent that any Information is stored within a computer system or is stored in machine-readable form the receiving party shall ensure that the Information is secured so that access may not be gained and copies may not be made other than in accordance with this Agreement. The receiving party shall enforce the obligations set out in this clause at its own expense and at the request of the disclosing party insofar as any breach of those obligations relates to the unauthorised disclosure of the other's Information.
Each party shall immediately on the written request of the other return all documents and materials containing the Information or if so required shall at the request of the other destroy all documents and materials containing the Information in hard copies in its possession or under its custody or control and shall in addition take reasonable steps to remove any Information stored within any computer or word processing system whether or not in machine-readable form and certify in writing to the other that all such documents and materials have been destroyed.