To: James Deacon ("You")
14 February 2008
Dear Mr Spiro
We refer to the proposed discussions between us concerning the project known at this time as Pure Soul (the "Project"). You acknowledge that in order to facilitate these discussions, we will be disclosing confidential information about ourselves (including business dealings) and
.... In consideration of the announcementdisclosure of such confidential information to you in the context of these discussions (the "Purpose") and our payment to You of £1 (the receipt of which You acknowledge), it is agreed as ....
....purpose of this agreement, "Confidential Information" means all information concerning the Project (including, without limitation, the fact of its existence, the fact that discussions are taking or have taken place between us in relation to the Project and the content of such discussions) and all information relating to us which might reasonably be considered to be ....
to use the Confidential Information exclusively for the Purpose; to treat the Confidential Information as private and confidential and safeguard it accordingly; not to copy, use, reproduce, transform, store (whether in hard copy or machine-readable, electronic or any other form) or reduce to writing without the other's prior written consent any part of the Confidential Information, except as reasonably necessary for the Purpose;
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not without our prior written consent to disclose Confidential Information to any person other than to employees and professional advisers who are required in the course of their duties to receive and consider it for the Purpose and who shall have been informed of the confidential nature of the Confidential Information and undertake in writing to keep it confidential;
as directed by us, to destroy all Confidential Information which is in physical form (including all copies) and to destroy any other records (including, without limitation, those in machine-readable, electronic or any other form) containing Confidential Information;
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not to use the Confidential Information directly or indirectly to procure a commercial advantage over us;
You nor any related person or company shall, without our prior written consent, for a period of 5 years from the date of this agreement:
directly or indirectly enter into any agreement or arrangement in relation to, be concerned with or interested in (or procure or authorise ) any activity of any type whatsoever concerned with the subject matter of the Project or similar to the Project;
directly or indirectly or in any relevant capacity engage, be concerned or interested in or pass off any similar concepts to those contained within the Project; or
circumvent us in any way in relation to the Project, including, without limitation, by negotiating with any third party for the presentation of the Project by way of, without limitation, cinematography, television, radio, communication to the public, theatrical presentation, book publication, Internet dissemination, cable or other form of exploitation.
We nor any of our respective directors, agents or employees makes (or is authorised to make) any representation or warranty (express or implied) nor shall have any responsibility or liability in respect of any Confidential Information supplied to You for its accuracy or completeness and no representation is made or is to be implied that the Confidential Information will remain unchanged. In addition, neither of us is obliged to enter into any commercial agreement by reason of this agreement.
Save as otherwise agreed, no documents or information made available will constitute an offer or invitation or form the basis of any contract.
You acknowledge that damages may not be an adequate remedy for any breach of this agreement and that we shall be entitled to the remedies of injunction, specific performance and other equitable relief.
The obligations of confidentiality set out in this agreement shall continue indefinitely unless and until terminated by written agreement signed by or on behalf of both You and us.
You shall use your reasonable endeavours to ensure that each person connected with us and, subject to Clause 2(d), those employees to whom Confidential Information is disclosed, shall comply with the obligations contained in this agreement as if binding on them directly, and shall at your own expense take all reasonable steps to restrain any such individual from using or disclosing Confidential Information.
The agreement constituted by this letter shall be governed by and construed in accordance with English law and the English courts shall have exclusive jurisdiction in respect of all matters arising under it.
Please sign and return the enclosed second signed copy of this letter to indicate your agreement to its terms.
for and on behalf of [Pure Soul Limited] Please delete/re-name as appropriate
Dave Kapstick James Thurleson Please delete/re-name as appropriate
I agree to be bound by the terms of this letter.
14 February 2007