BY SELECTING TO DOWNLOAD THE FRANCHISE INFORMATION PACK YOU ARE ENTERING INTO THE FOLLOWING CONFIDENTIALITY AGREEMENT
between
Knitting for All Limited (Company Number SC431401), having their Registered Office at 24 Hillview Terrace, Edinburgh EH12 8RB (the “Franchisor”); and you (the “Prospective Franchisee”)
WHEREAS:
•The Franchisor as a result of extensive research and practical business experience, has established a successful business with particular emphasis on providing knitting lessons and related services to people of all ages and selling knitting materials and related products (the “Business”), which is carried on under the name ‘Knitting for All’ (“Trade Name”);
•The Franchisor or its nominee may enter into a Franchise Agreement with the Prospective Franchisee;
•The Franchisor may disclose and may be requested to disclose certain confidential information to the Prospective Franchisee to enable the Prospective Franchisee to prepare a business plan and to evaluate fully the franchise opportunity (the “Project”);
•The Franchisor wishes to ensure that the Prospective Franchisee shall maintain the confidentiality of all such information so disclosed at all times.
THEREFORE THE PARTIES HEREBY UNDERTAKE as follows:
1.IN CONSIDERATION of the disclosure of the Confidential Information (as hereinafter defined) the Parties hereto recognise that the Confidential Information will contain and incorporate confidential information in which the Franchisor has a proprietary interest and that the disclosure of it would cause harm to the Franchisor.
2.The Prospective Franchisee hereby agrees to maintain as confidential and undertakes not to use or disclose to any third party any part or the whole of the Confidential Information directly or indirectly disclosed by the Franchisor and agrees not to permit the use or disclosure of the whole or any part of the Information directly or indirectly disclosed by the Franchisor for any purpose at any time in any way until or unless such information becomes public knowledge through no fault of the Prospective Franchisee, its agents, sub-contractors, employees or officers.
3.In this Agreement “Confidential Information” shall mean:
- any information relating to the Business including without prejudice to the generality of the foregoing information concerning the Franchisor’s products, services, customers, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the Franchisor;
- any information relating to the Franchisor’s relationship with its suppliers, customers and employees;
- any information provided for the purposes of the Project including any and all works of authorship and material written or prepared by the Prospective Franchisee, its agents, employees (if any), officers (if the Prospective Franchisee is a company) or sub-contractors in relation to the Project whether individually, collectively or jointly with the Franchisor or a third party or provided by the Franchisor and on whatever media.
4.The Prospective Franchisee hereby undertakes to return to the Franchisor forthwith upon demand all material including the Confidential Information, which material shall include, but shall not be limited to, all documents, financial projections, specifications, designs, notebooks and any other records whatever and all copies of them which allude to or contain the Confidential Information whether prepared or written by the Prospective Franchisee, its agents, employees (if any), officers (if the Prospective Franchisee is a company) or sub-contractors individually, collectively or jointly with the Franchisor or a third party or provided by the Franchisor and on whatever media and shall furnish the Franchisor with a certificate signed by a duly authorised representative certifying that no copies have been made or retained.
5.If the Prospective Franchisee has any employees or officers (if the Prospective Franchisee is a company) it shall ensure that its employees and officers are aware of and comply with the confidentiality and non-disclosure provisions contained in this Agreement and shall only disclose the Confidential information to those employees or officers to whom such disclosure is reasonably necessary. The Prospective Franchisee shall, before any disclosures are made to its employees or officers obtain from those of its employees or officers to whom any such Confidential Information is to be disclosed or who may in any way obtain access to any such information, enforceable undertakings in terms at least as extensive and binding upon the said employees and officers as the Prospective Franchisee is bound to the Franchisor hereunder.
6.The Prospective Franchisee agrees that it will accept full liability and will indemnify the Franchisor against any loss or damage which the Franchisor may sustain or incur as a result of any breach of this Agreement including any breach of confidence or wrongful disclosure or use of the Confidential Information by any of its employees (if any) or officers (if the Prospective Franchisee is a company) irrespective of whether or not such persons remain employees or officers of the Prospective Franchisee. The Prospective Franchisee shall promptly notify the Franchisor if it becomes aware of any breach of this Agreement by an employee or officer of the Prospective Franchisee and shall give the Franchisor all assistance in connection with any proceedings which the Franchisor may institute against such a person.
7.In the event that the Prospective Franchisee requires the assistance of any other party, other than employees or officers (if the Prospective Franchisee is a company) of the Prospective Franchisee as provided for above, to whom disclosure of any Confidential Information is reasonably necessary, the Prospective Franchisee shall first seek the Franchisor’s written approval of such party and thereafter obtain from that party a duly binding Agreement on terms at least as binding and extensive upon that party as the Prospective Franchisee is bound to the Franchisor hereunder which terms shall be agreed with the Franchisor.
8.The disclosure of the Confidential Information pursuant to this Agreement shall not be construed as a grant of any licence or other rights in respect thereof.
9.The construction, validity and performance of this Agreement shall be governed in all respects by the law of Scotland and the parties hereto submit to the non-exclusive jurisdiction of the Scottish Courts.
10.The undertakings in paragraphs 2, 4, 5, 6 and 7 shall continue without limit.
