This agreement is made between the reviewer (hereinafter referred to as the “RECEIVING PARTY”) AND Our Mobile Health Ltd, of 21 Alder Lodge, Stevenage Road, London, SW6 6NP. Company Registration Number 7760818, (hereinafter referred to as the “DISCLOSING PARTY”)
- The RECEIVING PARTY shall hold in confidence all information and ideas of any kind relating to the app assessment process and the apps participating in the process (hereinafter referred to as “Confidential Information”) disclosed to it by the DISCLOSING PARTY, which are identified at time of disclosure as being confidential.
- The RECEIVING PARTY undertakes to apply to all Confidential Information disclosed in accordance with the provisions of this Agreement the same degree of care with which it treats and protects its own proprietary information against public disclosure. All such information and ideas shall not be disclosed to any third party without the written consent of the DISCLOSING PARTY.
- Where such consent is granted by the DISCLOSING PARTY, the disclosure shall only be made to a third party where such third party accepts similar obligations of confidence to those contained in this Agreement and agrees to treat such information as confidential and proprietary information.
- The RECEIVING PARTY undertakes to restrict its use of Confidential Information to work performed as part of the app assessment pilot and to ensure that dissemination of Confidential Information within its own organisation is on a strict ‘need to know’ basis.
- The RECEIVING PARTY acknowledges that Confidential Information contains valuable proprietary information of the DISCLOSING PARTY and that unauthorised disclosure could cause unnecessary commercial loss to the DISCLOSING PARTY and / or third party.
- For the purposes of this Agreement information and ideas shall not be considered to be Confidential Information if such information and ideas are:
(a) in or pass into the public domain other than by breach of this Agreement, or
(b) are known to the RECEIVING PARTY prior to disclosure by the DISCLOSING PARTY, or
(c) disclosed to the RECEIVING PARTY without restriction by a third party having the full right to disclose, or
(d) independently developed by an employee of the RECEIVING PARTY to whom no disclosure of Confidential Information has been made.
- This Agreement shall continue indefinitely until cancelled by either party, and the obligations hereto relating to confidentiality and use of information and ideas shall survive the termination of this Agreement for a period of 1 year .
- The RECEIVING PARTY shall not assign or transfer any of its rights or obligations hereunder without the prior written consent of the DISCLOSING PARTY.
- The RECEIVING PARTY confirms that if they have any conflicts of interest related to apps they are asked to assess, because they are involved with the development or publishing of those apps, or have any family or business connections with developers or publishers of those apps or are in any way competing with those apps in the market place, they will immediately inform the DISCLOSING PARTY and refuse the work.”
- THE RECEIVING PARTY agrees that they will complete the review to the best of their ability and expertise without bias.
- The RECEIVING PARTY agrees that the review produced can be used as part of the review process and published by Our Mobile Health and NHS England and their respective partner organisations, and that the rights to the review belong to the DISCLOSING PARTY.
- The RECEIVING PARTY agrees that they will not use the knowledge gained from participating in the review for commercial benefit.
- Nothing in this Agreement shall be deemed to grant a licence directly or by implication under any registered design, patent, copyright, trade secret or patent application.
- In the event of such termination the RECEIVING PARTY undertakes to return to the DISCLOSING PARTY all documents and copies of the Confidential Information disclosed in accordance with the terms and conditions of this Agreement.
- This Agreement constitutes the entire understanding between the Parties related to the protection of Confidential Information disclosed hereunder and supersedes all prior and collateral communications, reports and understanding between the Parties hereto relating to Confidential Information.
- This Agreement will be governed by and interpreted in accordance with the Laws of England and will be subject to the jurisdiction of the Courts of England.
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