CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
We act for Co-operative Group Limited (“Co-op”) in relation to the disposal of certain of its store premises.
At your request, we have agreed (with Co-op’s consent) to provide you with certain information and data concerning Co-operative Group Limited's disposal programme and/or its relevant store(s) (collectively the "Information") for use by you in considering whether to purchase the relevant store(s).
This Information is strictly confidential to Co-op and, in consideration of you receiving the Information, you agree to the following terms and conditions and those set out below:-
1) If you visit any of the stores that we disclose to you, you must do so discreetly and in the guise of a customer and must not engage in conversation with any of the branch staff.
2) Subject to clause 2 of the terms and conditions set out below, you must not share Information that you receive with anyone else whatsoever without the express prior written permission of Christie Owen & Davies Ltd (Christie & Co) or Co-op.
By agreeing to the terms and conditions above, and as set out in this document, you shall be contractually bound to observe them, and any breach of these terms and conditions shall render you liable to legal action by us and/or Co-op.
By clicking Accept button below, I agree to the terms and conditions above and as set out below within this document: -
1. The Information
1.1 You acknowledge that the Information may (without limitation) include:
a) technical knowledge, know-how, data, drawings and other material relating to Co-op;
b) details of the trading position, sales, products, product costs and pricing policies relating to Co-op;
c) details of the market and market shares of Co-op;
d) details of Co-op’s previous, current and prospective employees, customers and/or members;
e) details of Co-op’s plans, strategies, projections and projects; and
f) any copies, analyses, compilations, and studies of the foregoing.
2. Non-disclosure
2.1 You shall treat and keep the Information secret, confidential and in safe custody at all times.
2.2 You shall not disclose any of the Information, except:
a) to those of your directors, members, officers, employees, legal counsel or other professional advisor (collectively known as the "representatives"), to whom it is strictly necessary to disclose the Information for you to properly consider whether to purchase the relevant store(s); or
b) where:
i) required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body with jurisdiction over us or you; or
ii) as may otherwise be required by law,
provided that in either case you shall (to the extent permitted by law, rule or regulation) give us prior notice of such required disclosure promptly upon your receipt thereof and provide us, at your sole cost and expense, with all reasonable assistance in preventing or limiting such disclosure.
2.3 You shall ensure that your representatives:
a) are bound by obligations of confidentiality which apply to the Information and are at least equivalent in nature to those contained herein; and
b) comply with your obligations under this Confidentiality & Non-Disclosure Agreement as if they were a party to this Confidentiality & Non-Disclosure Agreement (provided that you shall, in any event, remain responsible for any breach of this this Confidentiality & Non-Disclosure Agreement by such representatives).
3. Use of Information
3.1 Save as set out in clause 2.2(b) above, you and your representatives shall use the Information only:
a) for the purpose of considering whether to purchase any of the stores; and
b) in a manner that is not prohibited by any law in the relevant jurisdiction.
4. Proprietary Rights
You acknowledge and agree that you shall not acquire by implication or otherwise any right in or title to or licence in respect of any Information you receive and neither this Confidentiality & Non-Disclosure Agreement nor any disclosure of Information shall be deemed by implication or otherwise to vest in you any present or future rights intellectual property rights in such Information.
5. Notification of Unauthorised Use
You shall notify us immediately if you suspect or become aware of any unauthorised access, copying, use or disclosure of any Information and you shall comply with any reasonable direction issued by the us or Co-op regarding a suspected or actual breach or unauthorised disclosure.
6. Return of documents
6.1 Within 14 days of the cessation or completion of discussions relating to the potential purchase by you of the relevant store(s) or at any time on receipt of a written request from us or Co-op (whichever is earlier), you shall:
a) return to us or Co-op (at our election) all Information (including copies of Information) that is capable of return;
b) destroy or permanently delete all Information (including copies of Information) that is not capable of return; and
c) if requested by us or Co-op, provide to us and/or Co-op (at our election) a certificate signed by you (if you are an individual) or an officer of yours (if you are a body corporate) confirming that the obligations referred to in clauses 6.1(a) and (b) have been met.
6.2 As an exception to the obligations under clause 6.1, you may retain one back-up copy of the Information, solely for the purpose of ensuring compliance by you with applicable laws or regulations or the requirements of any competent public body or regulatory authority that has jurisdiction over you.
7.Publicity
Neither party shall (without the prior consent in writing of the other party) release any press or other publicity statement regarding the arrangements which may exist between you and Co-op or between you and us (acting on behalf of Co-op).
8. Data Protection
8.1 The terms “Personal Data” and “Processing” used in this clause 8 shall have the meanings attributed to those terms in Article 4 of the General Data Protection Regulation 2016/679 (“GDPR”).
8.2 To the extent that you are Processing any Personal Data for and on behalf of Co-op, you shall take appropriate technical and organisational measures designed to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data. In particular, you shall Process Personal Data only for the purposes for which it was disclosed, shall not (without Co-op's consent) transfer the Personal Data (or cause it to be transferred) to outside of the European Economic Area, shall act on Co-op’s instructions only (given for such purposes) and shall comply at all times with the GDPR as if applicable to you directly. You shall answer Co-op’s reasonable enquiries to enable Co-op to monitor your compliance with this clause and you shall not sub-contract any Processing of Personal Data.
9. Injunctive relief
You acknowledge that a breach of the provisions of this Confidentiality & Non-Disclosure Agreement by you could result in serious damage being sustained by Co-op, and you hereby agree that since damages alone may be a wholly inadequate remedy for any such breach, Co-op shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision by you.
10. Third Party Rights
10.1 You acknowledge and agree that this Confidentiality & Non-Disclosure Agreement has been entered into for the benefit of Co-operative Group Limited and you acknowledge and agree that Co-operative Group Limited may enforce these terms and conditions of this Confidentiality and Non-Disclosure Agreement directly against you as if it were a contracting party.
10.2 Other than Co-operative Group Limited, a person who is not a party to this Co-operative Group Limited has no rights under The Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this letter.
11. Duration
This Confidentiality and Non-Disclosure Agreement shall remain in force for a period of 5 years after the last disclosure of Information, whereupon this Confidentiality and Non-Disclosure Agreement shall automatically terminate unless renewed by the parties in writing.
12. Notices
12.1 All notices under or relating to this Confidentiality & Non-Disclosure must be in writing and sent to the parties’ authorised representative(s) at the address set out in this Confidentiality & Non-Disclosure Agreement (or as notified by the relevant party in writing from time to time).
12.2 If you are the party issuing a notice, you must also send a copy of such simultaneously to Co-op, addressed to the Group Counsel, Co-op Group Legal, 1 Angel Square, Manchester, M60 0AG.
12.3 Notices delivered by hand shall be deemed to have been served at the time of delivery if during business hours, or at 9 a.m. on the next business day if not. Notices sent by first class post shall be deemed to have been served 48 hours after posting.
13. General Provisions
13.1 Save as otherwise agreed in writing (and except in the case of fraudulent representations), Co-op accepts no responsibility for and does not make any representation or warranty, express or implied, with respect to the accuracy, reliability or completeness or otherwise of the Information made available to you, and has no obligation to update or correct any inaccuracies in any such Information.
13.2 The rights and remedies provided by this Confidentiality & Non-Disclosure Agreement are cumulative and, except where expressly stated otherwise in this Confidentiality & Non-Disclosure Agreement, are not exclusive and may be exercised without prejudice to any other rights and remedies provided by this Confidentiality & Non-Disclosure Agreement, by law or equity or otherwise.
13.3 Any delay in the exercise or non-exercise of any right of either party under this Confidentiality & Non-Disclosure Agreement is not a waiver of that right. The rights of each party: (i) may be exercised as often as necessary; (ii) are cumulative and not exclusive of rights or remedies provided by law; and (iii) may be waived only in writing and specifically.
13.4 Neither party may assign, novate or otherwise transfer any of its rights or obligations under this Confidentiality & Non-Disclosure Agreement without the other party's prior written consent, provided that we may assign, novate or otherwise transfer any or all our rights and/or obligations under this Confidentiality & Non-Disclosure Agreement at any time to Co-op.
13.5 This Confidentiality & Non-Disclosure Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter thereof.
13.6 This Confidentiality & Non-Disclosure Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.