Confidential Information means any information you disclose to us, whether in writing, orally, electronically, or by any other means, in connection with a potential or actual engagement, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation: financial data, commercial strategy, legal disputes, personnel matters, client or counterparty identities, business plans, and any information concerning your affairs that is not already in the public domain.
Engagement means any forensic intelligence, advisory, retainer, or project work conducted by Paul Faulkner for or on your behalf.
Permitted Purpose means evaluating, scoping, negotiating, or performing an Engagement for you.
Paul Faulkner agrees to:
The obligations in Clause 2 do not apply to information that:
Paul Faulkner may also disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that — to the extent lawfully permitted — he gives you prompt prior written notice and cooperates reasonably with any effort to seek a protective order or other appropriate remedy.
Nothing in this Agreement obliges either party to proceed with any Engagement. Each party remains free to terminate discussions at any time without liability, subject to the confidentiality obligations in Clause 2, which survive any such termination.
Nothing in this Agreement grants Paul Faulkner any licence, right, or interest in or to your Confidential Information except as required to fulfil the Permitted Purpose. All Confidential Information remains your property.
On your written request, or on the termination of discussions or any Engagement, Paul Faulkner will promptly return or — where return is not practicable — destroy all materials containing your Confidential Information, except to the extent that retention is required by applicable law or regulation, or where such materials are embedded in work product produced for you under an Engagement.
This Agreement takes effect on the date of execution by both parties and continues for three years from that date, or for the duration of any Engagement (whichever is longer), unless earlier terminated by written agreement of both parties. The obligations in Clause 2 survive expiry or termination for a further two years with respect to Confidential Information that remains commercially sensitive at the time of expiry.
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive or other equitable relief may therefore be appropriate without proof of actual damage, and without the need to post a bond.
This Agreement constitutes the entire agreement between the parties in relation to confidentiality with respect to the subject matter hereof and supersedes all prior discussions, representations, or undertakings on that subject. Any amendment must be in writing and signed by both parties.
This Agreement is governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising out of or in connection with this Agreement.
This Agreement may be executed in counterparts, each of which shall constitute an original. Execution by electronic signature or scanned copy shall be as valid and binding as execution by original wet-ink signature.
