shall mean, in relation to the First Party, (a) officers, employees and partners, advisers, agents and representatives of the Recipient; (b) Recipient’s affiliates and each of such affiliates’ respective officers, employees, advisers, agents and representatives;“Directly or Indirectly”
means without prejudice to the generality of the expression, either alone or jointly with or on behalf of any other person, firm or body corporate and whether on his own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person, firm or body corporate;“Information”
2. Parties Undertakings2.1.
3. Duty of Confidentiality3.1.
The Recipient undertakes to notify the Disclosing Party promptly of any unauthorised use, copying or disclosure of the Information by an Authorized Recipient of which the Recipient becomes aware of.
4. Obligation to Procure Compliance4.1.
All Information disclosed shall remain the exclusive property of the Disclosing Party. Nothing herein shall be construed as granting to or conferring on the receiving Party any right, title or interest, express or implied, under any patent or trade secret by licence or otherwise owned by the disclosing Party, in any Intellectual Property or personal data, conceived or acquired in respect of the Information.5.2.
7. Return/Destruction of Confidential Information7.1.
Upon the written request of the Disclosing Party, the Recipient agrees, to the extent practicable, to:
a) return to the Disclosing Party all documents containing Information provided to it;
b) destroy all copies of Information or other documents derived from the Information provided to it; and
c) expunge all Information provided to it from any computer, word processor or other device containing such Information.7.2.
If requested by the Disclosing Party, the Recipient shall deliver to the Disclosing Party a certificate signed by the company secretary or other authorized officer confirming that the obligations contained in this Article 8 have been complied with.
8. No Representation or Warranty8.1.
Each Party acknowledges and agrees that any Information provided to it does not purport to be all inclusive and that no representation or warranty is made by the Disclosing Party as to the accuracy, reliability or completeness of any of the Information. Accordingly, the Parties agree that neither it nor any of its connected persons shall, unless and to the extent set out in any final documentation with respect to any specific relations between the Parties:
a) have any liability to the other Party or to any other person resulting from the use of Information by it; and
b) be under any obligation to provide further Information, to update Information or to correct any inaccuracies (save to the extent that any such inaccuracies would or are likely (in its reasonable opinion) to materially affect the decision of the other Party to proceed with the relations).8.2.
The terms of this disclaimer may not be varied or terminated without the prior written consent of each of the Parties. This paragraph does not exclude any liability for, or remedy in respect of, fraudulent misrepresentation.
”), which Rules are deemed to be incorporated by reference into this Clause.9.6.
The seat of the arbitration shall be Dubai, the United Arab Emirates. The language to be used in the arbitral proceedings shall be English.