This agreement is made between S2S Group LTD, company registered adress AMP House, Dingwall Road, Croydon CR0 2LX, Comapny number 7566315
AND - Business customers with direct business activities within the United kingdom

WHEREAS
The parties intend to enter into discussions relating to a potential business relationship relating to embroidery and printing services (the “Purpose”) which will involve the exchange of Confidential information between them. In consideration of each party making available to other such information, the parties agree that any dealings between them shall be subject to the term and considerations set below.

AGREEMENT
1. DEFINITIONS
In this Agreement:
1.1 “Confidential information” shall mean any and all information or data, in whatever form or medium, disclosed in a manner clearly indicating its confidential nature or which, in the absence of such indication, would under the circumstances appear to reasonable person to be confidential or proprietary. Such information shall include but not be limited to information relating to operations, plans, strategies, concepts, proposals, intentions, know-how, trade secrets, market information, copyright and other intellectual property rights (whether registered or not), software, market opportunities, strategies, details of customers and potential customers, details of competitors and potential competitors, information relating to employees and directors, business and/or financial affairs including any such information relating to, disclosed or provided by a member of the other party’s Group. For the avoidance of doubt, the fact that the parties entered into this Agreement and that the parties may disclose or may have disclosed information shall be Confidential Information.
1.2 “Disclosing Party” means the party disclosing or allwoing access tp any particular item of Confidential Information, or, where appropriate, the party about whom such information.
1.3 “Recipient” means in relation to any particular item of Confidential Information a party that receives or otherwise obtains such information.
1.4 “Group” in relation to a party means any direct or indirect holding company of the party and any direct or indirect subsidiary of the party or any holding company, including, where applicable, the party itself; and “Group Company” shall mean any member of the Group. the terms “Subsidiary” and “holding company” shall have the meaning as defined in section 1159 Companies Act 2006. In relation to S2S Group LTD.
1.5 “Employee” shall mean any employee, officer, director or contractor of the relevant party.

2. CONFIDENTIALITY OBLIGATIONS
The Recipient shall
2.1 use the Confidential Information only for the Purpose;
2.2 not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;
2.3 only make such copies of the Confidential information as is necessary for the Purpose;
2.4 disclose Confidential Information only to such of its Employees, officers, auditors, legal advisors and Group Companies that have a need to obtain or to have access to such information and that are obliged by contract or otherwise to keep such information in confidence;
2.5 protect and safeguard Confidential Information against unauthorised disclosure and access to a standard that it applies to its own confidential information and in any case with reasonable skill and care;
2.6 promptly inform the Disclosing Party, to the extent permitted by law, of any breach or suspected breach of any of the obligations hereunder; and
2.7 upon request in writing from the Disclosing Part and at the Disclosing Party’s cost, promptly deliver to the Disclosing Party all copies of all or part of the Confidential Information (regardless of the form in which, or the medium on which, it is stored) or shall destroy such information and confirm in writing that all copies of such information has been so delivered or destroyed as requested, save that, subject to these terms, the Recipient shall be entitled to retain such copies of the Confidential Information as is necessary for its internal record keeping purposes and for compliance with applicable professional standards and regulatory requirements (including electronic data back-up).

3. EXCEPTIONS
Clause 2 shall not apply to information which
3.1 the Recipient possessed before the Disclosing Party disclosed it to the Recipient;
3.2 is or becomes publicly known, other than as a result of a breach of the terms of this Agreement by the Recipient or by anyone to whom the Recipient disclose it; or
3.3 the Recipient obtains from a third party, and the third party was not under any obligation of confidentiality to the Disclosing Party with respect to the Confidential Information.

4. DISCLOSURE TO COURT
To the extent that the Recipient is required to disclose Confidential Information by order of a court, regulatory or other public body that has jurisdiction over the Recipient, it may do so. If the circumstances permit, before making such siclosure the Recipient shall:
4.1 inform the Disclosing party of the proposed disclosure as soon as possible;
4.2 ask for the court, regulatory or other public body to treat the Confidential Information as confidential; and
4.3 permit the Disclosing Party to make representations to the court, regulatory or other public body in respect of the disclosure and/or confidential treatment of the Confidential Information.

5. NO ACCRUAL OF RIGHTS
5.1 The recipient acknowledges and agrees that all property, including intellectual property, in Confidential Information disclosed to it by the Disclosing Party shall remain and be vested in the Disclosing Party and that by disclosing Confidential Information no licence or other right is granted.
5.2 Nothing in this Agreement shall oblige either party to enter into or to negotiate or continue to negotiate further agreements or other arrangements, and either party may withdraw from such negotiations at any time without liability;
5.3 Nothing in this Agreement shall be constructed to create a teaming agreement, joint venture, association, partnership or other business organisations or agency arrangement.

6. DURATION
Subject to prior termination by either party giving the other party at least 30 days’ notice in writing, this Agreement will continue in full force for 3 years from the Effective Date, provided always that notwithstanding termination or expiry of this Agreement the confidentiality obligations under this Agreement shall stay in force for at least 5 years in respect of any confidential Informationdisclosed during the term. For the avoidance of doubt, following the date of any termination or expiry of this Agreement, the Recipient shall make no further use of the Confidential Information.

7. REMEDIES
The parties acknowledge that in the event of an actual, impending or threatened breach of any term of the Agreement, damages may not be an adequate remedy and therefore, without limiting any other remedy available at law or equity, an injunction, specific performance or other forms of equitable relief or monetary damages or any combination thereof shall be available to the non-breaching party without the need to give security or undertakings as to damages.

8. ASSIGNMENT
Neither party may assign the benefit of this Agreement or any interest hereunder without prior written consent of the other party.

9. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person other than a party to this Agreement shall have a right to enforce any of the terms herunder and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

10. VARIATION
No amendment or variation of this Agreement shall be effective unless made in writing and signed by a Director on behalf of each party.

11. GOVERNING LAW AND JURISDICTION
The validity, construction and performance of this Agreement shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English Courts, to which the parties to this Agreement submit.