General boilerplates Deed for any situation (transactions, products, goods or services). This is drafted as a standard deed.
Each of the parties shall both during and after the arrangements contemplated by this Deed have terminated:
(a) keep confidential the terms of this Deed and all information, whether in written or any other form, which has been disclosed to it by or on behalf of any other party which by its nature ought to be regarded as confidential (including, without limitation, any business information in respect of any other party which is not directly applicable or relevant to the transactions contemplated by this Deed); and
(b) procure that its officers, employees and representatives and those of its subsidiary companies keep secret and treat as confidential all such documentation and information.
This does not apply to information:
(a) which shall after the date of this Deed become published or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the recipient party in contravention of the obligations in clause 4.1;
(b) to the extent made available to the recipient party by a third party who is entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to any other party or which has been disclosed under an express statement that it is not confidential;
(c) to the extent required to be disclosed by any applicable law or by any recognised stock exchange or governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the party making the disclosure is subject, whether or not having the force of law, provided that the party disclosing the information shall notify the other party of the information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action to avoid and limit such disclosure;
(d) which has been independently developed by the recipient party otherwise than in the course of the exercise of that party's rights under this Deed or the implementation of this Deed;
(e) which, in order to perform its obligations under or pursuant to this Deed, any party is required to disclose to a third party;
(f) disclosed to any applicable tax authority to the extent reasonably required to assist the settlement of the disclosing party's tax affairs or those of any of its shareholders or any other person under the same control as the disclosing party; or
(g) which the recipient party can prove was already known to it before its receipt from the disclosing party.
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