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21 February 2014
Belinda Crowe
Mediation Working Group
Post Office Limited
148 Old Street
London
EC1V 9HQ.
Dear Ms Crowe,
Further to the recent exchange of messages between POL and Second Sight Support
Services Limited I have signed and now enclose the agreed Confidentiality Agreement.
Chris Holyoak
Ce Ron Warmington
lan Henderson
CONFIDENTIALITY AGREEMENT
THIS AGREEMENT dated 18 February 2014 is made
BETWEEN:-
(1) POST_OF LIMITED (CN 02154540) whose
registered office is at 148 Old Street, London, EC1V
QHR (“Post Office”); and
(2) HRI LYO of Treetops, Hascombe Road,
Godalming, Surrey, GU8 4AB (the “Second Sight
Contractor’).
ITIS AGREED as follows:-
4. INTERPRETATI
4.1 In this Agreement the following terms have the
following meanings:-
“POL Information” all data and information belonging or licensed to Post Office;
and ail other proprietary or confidential information relating to
the POL Software; and all other proprietary or confidential
information relating to Post Office’s business, operations,
technology and processes which is owned by, licensed to or
in the possession of Post Office.
“Confidential the POL Information, the Scheme Information, this
Information” Agreement and any and all information relating to the
Services and the Scheme which has been, is now or is at
any time after the date of this letter disclosed or made
available by Post Office, its Representatives, Second Sight
or a third party to the Second Sight Contractor, but shall not
include information which is accessible from public sources
other than as a result of disclosure by the Second Sight
Contractor in breach of this Agreement.
“Data” means any POL information or Scheme Information which
constitutes Personal Data and which Second Sight is
processing as part of the Services.
“Personal Data’, have the same meanings as they have in the Data
“Data Controller’, Protection Act 1998.
and “Data
Processor”
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“POL Software” the software known as Horizon, along with its operating
practices, which is used by Post Office.
“Representative” in relation to any party, any professional adviser including
legal adviser, director, officer, permanent employee of it or
consultant to it.
the scheme known as the Initial Complaint Review and
Mediation Scheme.
any information relating to the Scheme disclosed by Post
Information” Office, a Subpostmaster or a third party, including but not
limited to, the applications submitted by Subpostmasters and
Post Office investigation findings concerning the applications
submitted by Subpostmasters.
“Second Sight” the company known as Second Sight Support Services
Limited.
“Services” the services to be performed by Second Sight as part of the
Scheme and as determined by the Working Group.
“Subpostmaster” any agent/franchisee operating on a contract for services
with Post Office or a counter clerk employed directly by Post
Office whose application to the Scheme has been accepted.
“Working Group” the group whose role it is to oversee the Scheme and of
which Second Sight is a member
2. UNDERTAKINGS F TH ECOND IGHT
CONTRACTOR
2.1 The Second Sight Contractor has been engaged
by Second Sight to assist Second Sight with
undertaking the Services. As a result the Second
Sight Contractor will have access to Confidential
Information. The Second Sight Contractor
undertakes to:
2.1.1keep secret all Confidential Information
(unless prior written consent is given by Post
Office, such consent being in Post Office’s
sole discretion);
2.1.2use the Confidential Information only for the
Services (unless prior written consent is given
by Post Office, such consent being in Post
Office’s absolute discretion);
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2.1.3not copy, adapt or otherwise reproduce the
Confidential Information except as is strictly
necessary for the purposes of undertaking the
Services or as required by law; and
2.1.4upon demand procure the destruction and/or
return to Post Office of all copies of any
documents and material held by the Second
Sight Contractor which incorporate any
Confidential Information (except such
documents or material that the Second Sight
Contractor or Second Sight is required by law
to retain).
2.2 The Second Sight Contractor understands that
Post Office is the Data Controller of the Data and
Second Sight is a Data Processor of the Data. The
Second Sight Contractor is a sub-Data Processor
of Second Sight and therefore agrees to use the
Data in compliance with (i) all applicable laws,
enactments and regulations, including without
limitation the Data Protection Act 1998 and (ii) any
contractual obligations on Second Sight in relation
to processing the Data.
3. GENERAL
3.1 No failure or delay by either party in exercising any
right, power or privilege under this Agreement shall
operate as a waiver thereof.
3.2 No variation shall be effective, unless in writing and
signed under hand by the parties.
3.3 The parties agree that the terms of this Agreement
are not enforceable by any third party under the
Contracts (Rights of Third Parties) Act 1999:
3.4 The obligations under clause 2 will continue in
force after the conclusion of the Scheme, the
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termination of Second Sight’s appointment to
provide the Services and/or the termination of this
Agreement.
3.5 This Agreement is governed by English law. Any
dispute arising out of or in connection with this
Agreement shall be subject to the exclusive
jurisdiction of the Courts of England and Wales.
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