Common use of Confidentiality Requirements Clause in Contracts

Confidentiality Requirements. In consideration of the British Council agreeing to enter into discussions with, and allow disclosure of Confidential Information to, the Receiving Party, the Receiving Party agrees: not to use or copy the Confidential Information other than as strictly required for the Purpose; and not to disclose the Confidential Information to any third party without the express written permission of the British Council (except that the Receiving Party may disclose the Confidential Information to its employees and agents who need access to the Confidential Information strictly in connection with the Purpose and provided that such employees and agents are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement). Nothing in this Agreement shall prevent the Receiving Party from using or disclosing information: which the Receiving Party can demonstrate by written records was known to it prior to the date of disclosure hereunder; or which is public knowledge, or becomes public knowledge in the future, other than by breach of this Agreement by the Receiving Party; or which is lawfully disclosed to the Receiving Party by a third party which does not owe any duty of confidence to the British Council or to any third party in respect of such information; or which is independently developed by the Receiving Party without use of the Confidential Information; or which is required by law to be released, provided that the British Council is given as much prior written notice as possible of such request. It is further agreed that the disclosure of the Confidential Information to the Receiving Party shall not constitute any grant, option or licence to use the Confidential Information in any way other than strictly as required for the Purpose. Upon termination of this Agreement or at any other time on the written request of the British Council, the Receiving Party will immediately send to the British Council (or, at the British Council’s option, destroy) the Confidential Information and any copies of it made by or in the possession of or under the control of the Receiving Party and will make no further use or disclosure of any of the Confidential Information. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for audit, regulatory or legal purposes. The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and that, accordingly, the British Council shall be entitled to seek the remedies of injunction, specific performance and other equitable relief which may be appropriate for any threatened or actual breach by the Receiving Party of the terms of this Agreement. The Receiving Party acknowledges and confirms that this Agreement shall not place the British Council under any obligation to enter into any further agreement(s) with the Receiving Party. The British Council gives no assurance about the accuracy, completeness or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. Subject to clause 2, the obligations of the Receiving Party under the terms of this Agreement shall remain in effect for three (3) years from the date hereof. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] by by Name: Name: Title: Title:

Confidentiality Requirements. In consideration The parties hereto acknowledge that in the general course of doing business under this Agreement, each party may disclose information to the British Council agreeing other party that is deemed confidential and is not subject to enter into discussions withdisclosure to third parties. Unless previously indicated in writing by the party making the disclosure, all information disclosed by either party pursuant to this Agreement is to be considered strictly confidential and allow disclosure of Confidential Information to, the Receiving Party, the Receiving Party agrees: not parties hereto will use commercially reasonable efforts to use or copy the Confidential Information other than maintain such information as strictly required for the Purpose; confidential and not to disclose the Confidential Information to any third party without the express written permission of the British Council (except that the Receiving Party may disclose the Confidential Information to its inform their respective officers, directors, employees and agents who need access of the strictly confidential status of such information. The obligations of this paragraph shall not apply, however, to any information which (a) is already in the public domain at the time of disclosure or later becomes available to the Confidential Information strictly in connection with the Purpose and provided that such employees and agents are made aware public through no breach of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement). Nothing in this Agreement shall prevent the Receiving Party from using or disclosing information: which the Receiving Party can demonstrate by written records was known to it prior to the date of disclosure hereunder; or which is public knowledge, or becomes public knowledge in the future, other than by breach of this Agreement by the Receiving Partyrecipient; or which (b) was, as between the recipient and the party making the disclosure, lawfully in the recipient's possession prior to receipt from the party making the disclosure without obligation of confidentiality; (c) is lawfully disclosed to received by the Receiving Party by recipient independently from a third party which does not owe any duty of confidence free to lawfully disclose such information to the British Council or to any third party in respect of such informationrecipient; or which (d) is subsequently independently developed by the Receiving Party without recipient as evidenced by its business records. Parties agree to (a) use reasonable care to maintain the confidentiality of the Confidential Information; or which is required by law to be released, provided that the British Council is given as much prior written notice as possible of such request. It is further agreed that the disclosure of the Confidential Information and limit its disclosure to the Receiving Party shall not constitute any grant, option or licence only such of its Representatives as have a need to use the know such Confidential Information in order to conduct the Discussions; (b) be responsible for the compliance by its Representatives with the provisions of this Agreement; (c) not copy Confidential Information for any way purpose other than strictly as required necessary to provide agreed-upon services to HSA; (d) Not use any Confidential Information for the Purpose. Upon termination of any purpose other than as necessary to provide agreed-upon services under this Agreement; (e) not discuss or disclose Confidential Information except as authorized by this Agreement or at as expressly authorized by HSA; and (f) promptly report to HSA any other time on the written request of the British Council, the Receiving Party will immediately send to the British Council (or, at the British Council’s option, destroy) the Confidential Information and any copies of it made by actual or in the possession of or under the control of the Receiving Party and will make no further use or disclosure of any of the Confidential Information. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for audit, regulatory or legal purposes. The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and that, accordingly, the British Council shall be entitled to seek the remedies of injunction, specific performance and other equitable relief which may be appropriate for any threatened or actual breach by the Receiving Party suspected violation of the terms of this Agreement. The Receiving Party acknowledges Agreement and confirms that this Agreement shall not place the British Council under take all reasonable further steps as required by HSA to prevent, control or remedy any obligation to enter into any further agreement(s) with the Receiving Party. The British Council gives no assurance about the accuracy, completeness or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. Subject to clause 2, the obligations of the Receiving Party under the terms of this Agreement shall remain in effect for three (3) years from the date hereof. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] by by Name: Name: Title: Title:such violation.

Confidentiality Requirements. In consideration Except as expressly permitted in this Section 11.1, neither party nor its agents, servants, employees, invitees and contractors will, without the prior written consent of the British Council agreeing to enter into discussions withother party, and allow disclosure of disclose any Confidential Information to, of the Receiving Party, the Receiving Party agrees: not to use or copy the Confidential Information other than as strictly required for the Purpose; and not to disclose the Confidential Information party to any third party. Information will be considered “Confidential Information” of a party without if: (i) it is disclosed by the express written permission of the British Council (except that the Receiving Party may disclose the Confidential Information to its employees and agents who need access party to the Confidential Information strictly other party in connection with tangible form and is conspicuously marked “Confidential”, “Proprietary” or the Purpose like; (ii) it is disclosed by the party to the other party in non-tangible form and provided that is identified by such employees and agents are made aware party as confidential, proprietary or the like at the time of disclosure; or (iii) would reasonably be understood, given the confidential nature of the information or the circumstances surrounding its disclosure, to be confidential. In addition, notwithstanding anything in this Sublease to the contrary, the terms of this Sublease (but not its mere existence) will be deemed Confidential Information of each party. Other than the terms and are subject to confidentiality obligations at least as onerous as those set out in conditions of this Agreement). Nothing in this Agreement shall prevent the Receiving Party from using or disclosing Sublease, information will not be deemed Confidential Information hereunder if such information: which the Receiving Party can demonstrate by written records was (a) is known to it the receiving party prior to receipt from the date disclosing party directly or indirectly from a source other than one known to have an obligation of confidentiality to the disclosing party; (b) becomes known (independently of disclosure hereunder; by the disclosing party) to the receiving party directly or which is public knowledge, or becomes public knowledge in the future, indirectly from a source other than by one known to have an obligation of confidentiality to the disclosing party; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement Sublease by the Receiving Partyreceiving party; or which is lawfully disclosed to the Receiving Party by a third party which does not owe any duty of confidence to the British Council or to any third party in respect of such information; or which (d) is independently developed by the Receiving Party without use receiving party. Each party will secure and protect the Confidential Information of the other party (including the terms of this Sublease) in a manner consistent with the steps taken to protect its own confidential information, but not less than a reasonable degree of care. Each party may disclose the other party’s Confidential Information; or which Information where: (1) the disclosure is required by law or by an order of a court or other governmental body having jurisdiction after giving reasonable notice to be releasedthe other party with adequate time for such other party to seek a protective order, provided that if reasonably possible; (2) if in the British Council opinion of counsel for such party, disclosure is given as much prior written notice as possible advisable under any applicable securities laws regarding public disclosure of such request. It is further agreed that business information; (3) the disclosure of is reasonably necessary and is to that party’s or its affiliates’ or its actual or prospective lenders’ or investors’ employees, officers, directors, members, attorneys, accountants, consultants and advisors, or the Confidential Information disclosure is otherwise necessary for a party to exercise its rights and perform its obligations under this Sublease; (4) the Receiving Party shall not constitute any grant, option or licence to use the Confidential Information in any way other than strictly as required disclosure is reasonably necessary for the Purpose. Upon termination of this Agreement party to conclude a business transaction; or at any other time on the written request of the British Council, the Receiving Party will immediately send to the British Council (or, at the British Council’s option, destroy5) the Confidential Information disclosure is to Master Landlord, so long as in all cases the disclosure is no broader than reasonably necessary and any copies of it made by or in the possession of or under person who receives the control of disclosure agrees prior to receiving the Receiving Party and will make no further use or disclosure of any of to keep the Confidential Informationinformation confidential. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of Each party is responsible for ensuring that any Confidential Information of the other party that it the first party discloses pursuant to this Section 11.1 is required kept confidential by the person receiving the disclosure. Without limiting the generality of this Section 11.1, neither Subtenant nor Sublandlord will, directly or indirectly, issue any press release regarding this Sublease or any matters set forth in this Sublease, or use either party’s name for any commercial purposes or use any of either party’s trademarks, in each case, without the express prior written consent of the other party to keep for audit, regulatory be granted or legal purposeswithheld in such party’s sole and absolute discretion. The Receiving Party Each party acknowledges that damages alone may not be an adequate remedy for any breach of this Agreement Section 11.1 may cause irreparable harm for which monetary damages are an insufficient remedy and that, accordingly, therefore that upon any breach of this Section 11.1 the British Council non-breaching party shall be entitled to seek the remedies of injunction, specific performance and other appropriate equitable relief which may be appropriate for any threatened without the posting of a bond in addition to whatever other remedies it might have at law or actual breach by the Receiving Party of the terms of this Agreement. The Receiving Party acknowledges and confirms that this Agreement shall not place the British Council under any obligation to enter into any further agreement(s) with the Receiving Party. The British Council gives no assurance about the accuracy, completeness or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. Subject to clause 2, the obligations of the Receiving Party under the terms of this Agreement shall remain in effect for three (3) years from the date hereof. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] by by Name: Name: Title: Title:equity.

Confidentiality Requirements. In consideration of the British Council agreeing The Parties may provide each other with information, whether in writing or orally, concerning each Party or its respective Affiliates that is proprietary and Confidential to enter into discussions withsuch Party, including, but not limited to, past, current or possible future products, services, projects, business operations, marketing ideas, objectives, methodology, strategy, financial data and results, borrower and applicant information, credit underwriting models or criteria, competitive advantages and disadvantages, processes, technology, specifications, and allow disclosure of "Trade Secrets" (defined herein) (collectively "Proprietary and Confidential Information toInformation"); provided however, that the Receiving Party, term "Proprietary and Confidential Information" does not include information (a) which is (or which becomes) generally available to the Receiving Party agrees: not to use or copy the Confidential Information public for legitimate reasons other than as strictly a result of disclosure in breach of this Agreement, (b) which has been lawfully disclosed by a third party who did not impose any restriction on disclosure, (c) which has been independently developed by a Party or was rightfully possessed prior to the execution of this Agreement, (d) which is required for to be disclosed by Law or court order, provided that the Purpose; and disclosing Party will exercise reasonable efforts to notify the other Party prior to disclosure. Except as otherwise provided in this Agreement, each Party agrees it will not to without the other Party's prior written consent (i) disclose the Confidential Information specific terms of this Agreement except that either Party may make such disclosures as appropriate to its Affiliates, auditors, consultants, or regulatory agencies, or as compelled by law and may disclose in general terms the relationship resulting from this Agreement, or (ii) disclose to any third party without any Proprietary and Confidential Information of the other Party for so long as the pertinent information or data remains Proprietary and Confidential Information, except as required to perform its obligations under this Agreement or except with the express written permission consent of the British Council (except other Party or pursuant to a subpoena, including without limitation, an administrative subpoena, a court order or other order or demand of a governmental or regulatory agency or body. Each Party will take reasonable precautions to assure that the Receiving Party may disclose the Proprietary and Confidential Information received from the other Party will be held in confidence and disclosed only to its employees and those employees, agents who need access to the Confidential Information strictly in connection with the Purpose and provided that such employees and agents are made aware or contractors of the confidential nature of the Confidential Information and are subject receiving Party who have a reason to confidentiality obligations at least as onerous as those set out in this Agreement). Nothing in this Agreement shall prevent the Receiving Party from using or disclosing information: which the Receiving Party can demonstrate by written records was known to it prior to the date of disclosure hereunder; or which is public knowledge, or becomes public knowledge in the future, other than by breach of this Agreement by the Receiving Party; or which is lawfully disclosed to the Receiving Party by a third party which does not owe any duty of confidence to the British Council or to any third party in respect of such information; or which is independently developed by the Receiving Party without use of the Confidential Information; or which is required by law to be released, provided that the British Council is given as much prior written notice as possible of such request. It is further agreed that the disclosure of the Confidential Information to the Receiving Party shall not constitute any grant, option or licence to use the Confidential Information in any way other than strictly as required for the Purpose. Upon termination know of this Agreement or at any other time on the written Proprietary and Confidential Information or whose duties reasonably relate to legitimate business purposes or to develop, implement and perform the transactions contemplated by this Agreement. Each Party also agrees, upon the request of the British Councilother Party, the Receiving Party will immediately send to the British Council (or, at the British Council’s option, destroy) the return or destroy any such Proprietary and Confidential Information of the other Party and any copies of it made by or in the possession of reproductions thereof upon expiration or under the control of the Receiving Party and will make no further use or disclosure of any of the Confidential Information. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for audit, regulatory or legal purposes. The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and that, accordingly, the British Council shall be entitled to seek the remedies of injunction, specific performance and other equitable relief which may be appropriate for any threatened or actual breach by the Receiving Party of the terms termination of this Agreement. The Receiving Party acknowledges "Trade Secrets" means business or technical information, including but not limited to a formula, pattern, program, device, compilation of information, method, technique, process or underwriting guideline that (a) derives independent actual or potential commercial value from not being generally known or readily ascertainable through independent development or reverse engineering by persons who can obtain economic value from its disclosure or use; and confirms that this Agreement shall not place the British Council (b) is subject to protection under any obligation to enter into any further agreement(s) with the Receiving Party. The British Council gives no assurance about the accuracy, completeness federal or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent statement state copyright or act. Subject to clause 2, the obligations of the Receiving Party under the terms of this Agreement shall remain in effect for three (3) years from the date hereof. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] by by Name: Name: Title: Title:patent laws.

Confidentiality Requirements. In consideration of the British Council FCA agreeing to enter into discussions with, and allow disclosure of Confidential Information to, to the Receiving Party, the Receiving Party agrees: not to use or copy the Confidential Information other than as strictly required for the Purpose, without first obtaining the written permission of the FCA; and not to disclose the Confidential Information to any third party without the express written permission of the British Council (except that the Receiving Party may disclose the Confidential Information to its employees and agents who need access to the Confidential Information strictly in connection with the Purpose and provided that such employees and agents are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement). Nothing in this Agreement shall prevent the Receiving Party from using or disclosing information: which the Receiving Party can demonstrate by written records was known to it prior to before the date of disclosure hereunder; or which is public knowledge, or becomes public knowledge in the future, other than by breach of this Agreement by the Receiving Party, Receiving Party’s employees or agents to whom the Confidential Information was disclosed in accordance with this Agreement; or which is lawfully disclosed to the Receiving Party by a third party which who does not owe any duty of confidence to the British Council FCA or to any third party in respect of such information; or which is independently developed by the Receiving Party without use of the Confidential Information; or which is to the extent required by law to be released, provided that the British Council FCA is given as much prior written notice as soon as possible of such request. It is further agreed that the disclosure of the Confidential Information to the Receiving Party shall not constitute any grant, option or licence license to use the Confidential Information in any way other than strictly as required for the Purpose. Upon termination of this Agreement or at any other time on the written request of the British CouncilFCA, the Receiving Party will immediately send return to the British Council FCA (or, at the British CouncilFCA’s option, destroy) the Confidential Information and any copies of it made by or in the possession of or under the control of the Receiving Party and will make no further use or disclosure of any of the Confidential Information. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for audit, regulatory or legal purposes. The Receiving Party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and that, accordingly, the British Council FCA shall be entitled to seek the remedies of injunction, specific performance and other equitable relief which may be appropriate for any threatened or actual breach by the Receiving Party of the terms of this Agreement. The Receiving Party acknowledges and confirms that this Agreement shall not place the British Council FCA under any obligation to enter into any further agreement(s) with the Receiving Party. The British Council FCA gives no assurance about the accuracy, completeness or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act. Subject Where the Receiving Party identifies any potential errors, omission or defect in the Confidential Information provided to clause 2the Receiving Party, the Receiving Party will report such findings to the FCA at: XXX.xxxxxxxxxXxxxxxxxxx@Xxxxxxxxxxx.xxx The obligations of the Receiving Party under the terms of this Agreement shall remain in effect for three (3) years indefinitely from the date hereof. The failure or delay of either party to exercise or enforce any right under this Agreement shall not operate as a waiver of that right or preclude its future exercise or enforcement. No single or partial exercise of any such right shall preclude any further exercise of such right. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes and replaces all prior agreements, negotiations and discussions between the parties relating to it. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of this Agreement. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] FINANCIAL CONDUCT AUTHORITY Company name of the receiving party by by (Signature) (Signature) Name: Name:   (Capitals) (Capitals) Title: Title::  

Confidentiality Requirements. In consideration For the purpose of this agreement "Confidential Information" shall mean any and all information, which is supplied or disclosed, directly or indirectly, in writing or in any other means, by each Party to the British Council agreeing other including, but not limited to enter into discussions withany documents, drawings, sketches, designs, materials, samples, prototypes, data, know-how, and allow which at the time of its disclosure of Confidential Information toor supply is identified as confidential. Oral information shall be recorded in writing by the Party disclosing it within fifteen (15) days after disclosure, and the Receiving Party, the Receiving Party agrees: not to use or copy the Confidential Information other than as strictly required for the Purpose; and not to disclose the Confidential Information to any third party without the express written permission of the British Council (except that the Receiving Party may disclose the Confidential Information to its employees and agents who need access to the Confidential Information strictly in connection with the Purpose and provided that such employees and agents are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in this Agreement). Nothing in this Agreement result-ing document shall prevent the Receiving Party from using or disclosing information: which the Receiving Party can demonstrate by written records was known to it prior to specifically state the date of disclosure hereunderand designate the information as confidential. Although the nature of the implementation of the project is public, part of the information exchanged between the Partners may be confidential until the project is finished. The decision about the confidentiality is taken by the Lead Partner after discussing it with other Partners. The project Partners agree that any information that they obtain during the execution of this Partnership Agreement or any documents are only confidential, provided that one project Partner explicitly requests such. The same applies, without the express request of one of the project Partners, to all documentation classified as "confidential". The obligation for confidentiality shall not apply for the information, which: was public or generally available to the public at the time of disclosure; or which is public knowledge, or becomes public knowledge in or generally available to the future, other than by breach public after the time of this Agreement by disclosure without any default of the Receiving Party; or which is lawfully disclosed to was in the possession of the Receiving Party before the disclosure as demonstrated by its written records; was received from a third party which does not owe without any duty of confidence to the British Council or to any third party in respect of such informationconfidentiality obligations; or which is independently developed by the Receiving Party without any use of or reference to the Confidential Informationreceived confidential information; or which is required by the law requires to be released, provided that the British Council is given as much prior written notice as possible of such request. It is further agreed that the disclosure of the Confidential Information to the Receiving Party shall not constitute any grant, option or licence to use the Confidential Information in any way other than strictly as required for the Purpose. Upon termination of this Agreement or at any other time on the written request of the British Council, the Receiving Party will immediately send to the British Council (or, at the British Council’s option, destroy) the Confidential Information and any copies of it made by or in the possession of or under the control of the Receiving Party and will make no further use or disclosure of any of the Confidential Information. However, nothing in this clause 4 will prevent the Receiving Party from retaining (subject to an ongoing duty of confidentiality) one copy of any Confidential Information that it is required to keep for audit, regulatory or legal purposesdisclose. The Receiving Party acknowledges shall apply the same degree of care with regard to the confidential information disclosed within the scope of the project as with its own confidential and/or proprietary information, but in no case less than reasonable care. Each Party shall promptly advise the other Parties in writing of any unauthorised disclosure, misappropriation or misuse of confidential information after it becomes aware of such unauthorised disclosure, misappropriation or misuse. If any Party becomes aware that damages alone may not it will be an adequate remedy for breach required, or is likely to be required, to disclose confidential information in order to comply with applicable laws or regulations or with a court or administrative order, it shall, to the extent it is lawfully able to do so, prior to any such disclosure notify the Disclosing Party, and comply with the Disclosing Party's reasonable instructions to protect the confidentiality of the information. The confidentiality obligations under this Agreement and that, accordingly, under the British Council shall be entitled to seek the remedies of injunction, specific performance and other equitable relief which may be appropriate for any threatened or actual breach by the Receiving Party of the terms of this Agreement. The Receiving Party acknowledges and confirms that this Grant Agreement shall not place prevent the British Council under any obligation communication of confidential information to enter into any further agreement(s) with the Receiving PartyParliament. The British Council gives no assurance about the accuracy, completeness or adequacy of the Confidential Information and the Receiving Party will rely exclusively on the results of its own investigations carried out following the supply of the Confidential Information under this Agreement. However, nothing provisions contained in this Agreement purports to exclude liability Article shall remain valid for any fraudulent statement five (5) years after the termination or act. Subject to clause 2, the obligations of the Receiving Party under the terms expiration of this Agreement shall remain in effect for three (3) years from the date hereof. This Agreement shall be interpreted and enforced in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales. In Witness whereof this Agreement has been executed by the duly authorised officers of the parties hereto the day and year first above written. THE BRITISH COUNCIL [NAME OF THE RECEIVING PARTY] by by Name: Name: Title: Title:contract.