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Privacy Policy
1.1. As used in this Privacy Policy, where the context admits, the following terms shall have the following meanings:
“Authorized Recipients” 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” all documents and information (whether communicated orally, in written form or through other media) provided or to be provided to the First Party including but not limited to (i) information disclosed or provided by or on behalf of Second Party or its representatives to the Recipient, whether before or after the date of this Privacy Policy, and (ii) information made available as a result of one or more due diligence processes together with any documents or other material written or otherwise prepared by the Recipient or its Representatives, that reflects or incorporates such information.
2.1. The Recipient shall at all times keep all information disclosed under this Privacy Policy strictly confidential and privileged, will act in good faith and will not use the Information in a way that is detrimental to the other Party.
2.2. The Recipient undertakes not to make use of a third party to circumvent this Article 2 or any other provision of this Privacy Policy.
3.1. The Recipient shall hold the Information in strict confidence and shall not disclose, copy, reproduce or distribute any of it for any purpose other than (a) for its internal review in accordance with the transactions contemplated by this Privacy Policy, (b) to an Authorized Recipient, on condition that the Authorized Recipient agrees not to disclose, copy, reproduce, or distribute it to any person who is not an Authorized Recipient, or (c) with the prior written consent of the Disclosing Party of the relevant Information (which may be withheld in the Disclosing Party’s absolute discretion).
3.2. The Recipient undertakes that neither it nor any of its Authorized Recipients and/or Connected Persons shall, without the prior written consent of the Disclosing Party of the relevant Information, use any of the Information for any purpose other than in connection with the transactions contemplated by this Privacy Policy.
3.3. 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.
4.1. The Recipient shall ensure that each of its respective Authorized Recipients who receives any Information is aware of and adheres to the terms of this Privacy Policy. The Recipient shall be responsible for any breach of this Privacy Policy by any of its Authorized Recipients.
4.2. Without prejudice to the rights and remedies otherwise available to the breaching Party, the non-breaching Party is entitled to seek equitable relief by way of injunction if the breaching Party and/or its Representatives breach any of the provisions of this Privacy Policy and the breaching Party agree not to oppose any such application on the grounds that damages may be an adequate remedy for any such breach.
4.3. No failure or delay by the Parties in exercising any right, power or privilege set out in this letter shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Privacy Policy.
4.4. The Parties acknowledge and agree that any disclosure or misappropriation of any of the Information in violation of this Privacy Policy may cause the other Party irreparable harm, the exact amount of which may be difficult to ascertain in financial terms. Therefore, the Parties agree that the non-breaching Party may have the right to apply to a court of competent jurisdiction for an order restraining any such disclosure or misappropriation. Such right if granted, may be in addition to remedies otherwise available at law.
5.1. 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. The Parties cannot assign or transfer otherwise this Privacy Policy to a third party without the prior written consent of the other Party.
6.1. This Privacy Policy shall remain in effect for an indefinite period but shall cease to apply to any information coming into the public domain.
7.1. 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.
8.1. 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.
9.1. This Privacy Policy embodies the entire understanding of the Parties hereto and supersedes all prior negotiations, understandings, and Privacy Policys between or among them with respect to the subject matter hereof.
9.2. The Parties acknowledges and agrees that the undertakings set out in this Privacy Policy shall survive completion of the negotiations between the Parties, whether or not any related transactions are implemented, unless such undertakings are terminated, amended or superseded by a subsequent written Privacy Policy signed by both Parties.
9.3. If any provision of this Privacy Policy shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. The Parties agree to amend this Privacy Policy to reflect applicable law in a manner consistent with the intent of this Privacy Policy, if requested by one of the Parties.
9.4. All legal aspects of the relationship between the Parties under this Privacy Policy and any dispute or claim arising out of or in connection with its subject matter shall be governed by and construed in accordance with the law of England and Wales.
9.5. The Parties irrevocably agree that any claim or matter arising from or in connection with legal relationships established by or in connection with this Privacy Policy shall be referred to and finally resolved by a single arbitrator in accordance with the provisions of the Arbitration Rules of London Court of International Arbitration (LCIA) seated in the Dubai International Financial Centre (the “DIFC-LCIA”), 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.
1. Definitions
1.1. As used in this Privacy Policy, where the context admits, the following terms shall have the following meanings:
“Authorized Recipients” 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” all documents and information (whether communicated orally, in written form or through other media) provided or to be provided to the First Party including but not limited to (i) information disclosed or provided by or on behalf of Second Party or its representatives to the Recipient, whether before or after the date of this Privacy Policy, and (ii) information made available as a result of one or more due diligence processes together with any documents or other material written or otherwise prepared by the Recipient or its Representatives, that reflects or incorporates such information.
2. Parties Undertakings
2.1. The Recipient shall at all times keep all information disclosed under this Privacy Policy strictly confidential and privileged, will act in good faith and will not use the Information in a way that is detrimental to the other Party.
2.2. The Recipient undertakes not to make use of a third party to circumvent this Article 2 or any other provision of this Privacy Policy.
3. Duty of Confidentiality
3.1. The Recipient shall hold the Information in strict confidence and shall not disclose, copy, reproduce or distribute any of it for any purpose other than (a) for its internal review in accordance with the transactions contemplated by this Privacy Policy, (b) to an Authorized Recipient, on condition that the Authorized Recipient agrees not to disclose, copy, reproduce, or distribute it to any person who is not an Authorized Recipient, or (c) with the prior written consent of the Disclosing Party of the relevant Information (which may be withheld in the Disclosing Party’s absolute discretion).
3.2. The Recipient undertakes that neither it nor any of its Authorized Recipients and/or Connected Persons shall, without the prior written consent of the Disclosing Party of the relevant Information, use any of the Information for any purpose other than in connection with the transactions contemplated by this Privacy Policy.
3.3. 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 Compliance
4.1. The Recipient shall ensure that each of its respective Authorized Recipients who receives any Information is aware of and adheres to the terms of this Privacy Policy. The Recipient shall be responsible for any breach of this Privacy Policy by any of its Authorized Recipients.
4.2. Without prejudice to the rights and remedies otherwise available to the breaching Party, the non-breaching Party is entitled to seek equitable relief by way of injunction if the breaching Party and/or its Representatives breach any of the provisions of this Privacy Policy and the breaching Party agree not to oppose any such application on the grounds that damages may be an adequate remedy for any such breach.
4.3. No failure or delay by the Parties in exercising any right, power or privilege set out in this letter shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Privacy Policy.
4.4. The Parties acknowledge and agree that any disclosure or misappropriation of any of the Information in violation of this Privacy Policy may cause the other Party irreparable harm, the exact amount of which may be difficult to ascertain in financial terms. Therefore, the Parties agree that the non-breaching Party may have the right to apply to a court of competent jurisdiction for an order restraining any such disclosure or misappropriation. Such right if granted, may be in addition to remedies otherwise available at law.
5. Ownership
5.1. 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. The Parties cannot assign or transfer otherwise this Privacy Policy to a third party without the prior written consent of the other Party.
6. Term
6.1. This Privacy Policy shall remain in effect for an indefinite period but shall cease to apply to any information coming into the public domain.
7. Return/Destruction of Confidential Information
7.1. 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 Warranty
8.1. 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.
9. Miscellaneous
9.1. This Privacy Policy embodies the entire understanding of the Parties hereto and supersedes all prior negotiations, understandings, and Privacy Policys between or among them with respect to the subject matter hereof.
9.2. The Parties acknowledges and agrees that the undertakings set out in this Privacy Policy shall survive completion of the negotiations between the Parties, whether or not any related transactions are implemented, unless such undertakings are terminated, amended or superseded by a subsequent written Privacy Policy signed by both Parties.
9.3. If any provision of this Privacy Policy shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction. The Parties agree to amend this Privacy Policy to reflect applicable law in a manner consistent with the intent of this Privacy Policy, if requested by one of the Parties.
9.4. All legal aspects of the relationship between the Parties under this Privacy Policy and any dispute or claim arising out of or in connection with its subject matter shall be governed by and construed in accordance with the law of England and Wales.
9.5. The Parties irrevocably agree that any claim or matter arising from or in connection with legal relationships established by or in connection with this Privacy Policy shall be referred to and finally resolved by a single arbitrator in accordance with the provisions of the Arbitration Rules of London Court of International Arbitration (LCIA) seated in the Dubai International Financial Centre (the “DIFC-LCIA”), 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.