POST OFFICE LIMITED
TWO WAY CONFIDENTIALITY AGREEMENT - INDIVIDUAL
EFFECTIVE DATE: 47 February 2014
BETWEEN:
(1) Post Office Limited registered in England (registered number 2154540) whose registered
office is at 148 Old Street, London, EC1V 9HQ ("POL"); and
(2) Richard Callard of the Department of Business, Innovation and Skills, 1 Victoria St, London
SW1H OET (the “Individual’).
BACKGROUND:
(A) POL and the Individual wish to enter into discussions concerning the Purpose {as defined
below) during which it will be necessary for each party (the “Disclosing Party’) to disclose
certain information to the other party (the “Receiving Party’).
(B) The parties wish to regulate how the Confidential Information {as defined below) is to be
treated while in the possession or control of the Receiving Party and thereafter so as to
protect the proper interests of the Disclosing Party.
AGREED TERMS:
1 Definitions:
” For the purposes of this Agreement:
Confidential Information
Means, where the Individual is the Receiving Party) any
and all information (including without __ {imitation
information provided in oral or documentary form or by
inspection or observation of tangible objects, material,
media or demonstrations of any kind) and whether
supplied or received before or after the signing of this
Agreement, relating to the Purpose, including without
limitation trade secrets, know-how, contracts, drawings,
patterns, plans, compilations, program devices, formulas,
designs, prototypes, methods, techniques, processes,
procedures, programs, or codes, whether tangible or
intangible, and whether and howsoever stored, compiled,
or memorialised whether physically, electronically,
graphically, photographically, or in writing, together with
any copies of and notes made in respect of such
information disclosed in relation to your forthcoming
appointment as a non-executive director or relating to
Board activities;
Means, (where POL is the Receiving Parly) Government
information relating to development, implementation or
delivery of policy, budgeting/financing, or general
commercial information which is not in the public dornain
and which shared with POL by the Individual in connection
with the Purpose, and expressed by the Individual as
being confidential Government information.
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Effective Date means the date set out as such above; and
Purpose means discussions undertaken as part of an introduction
to Post Office Limited's business operations and Board
activities relating to, and following on from your
forthcoming appointment as a non-executive director,
2 Effective Date
This Agreement shall take effect from the Effective Date,
3 Obligations in relation to Confidential Information
BL In consideration of the provision of Confidential Information by or on behalf of the Disclosing
Party's Group, the Receiving Party will:
3.1.1. (eat and safeguard the Confidential Information as private and confidential;
3.1.2 not use or disclose any of the Confidential Information for any purposes other than the
Purpose, or for the carrying out of official Government duties;
3.1.3. ensure proper and secure storage of the Confidential Information;
3.1.4 handle, preserve and protect such Confidential Information using a high degree of
care and at least the same degree of care as the Receiving Party affords its own
confidential information of like sensitivity and importance;
3.1.5 (where POL is the Receiving Party) permit access to the Confidential Information only
to such of its directors, officers, employees, professional advisors and, with the prior
written consent of the Disclosing Party, consultants, as reasonably and necessarily
require access to the same in respect of the Purpose and then only on condition that
each such recipient is made aware of the confidential nature of the Confidential
Information and is subject to a written confidentiality agreement with the Receiving
Party under which that recipient agrees to comply with the obligations imposed on
the Receiving Party to this Agreement as if that recipient was the Receiving Party
under this Agreement. Where POL is the Receiving Party, it shall retain up to date
records of those of its directors, officers, employees, professional advisors and
consultants to whom it has shared the Confidential Information and POL agrees to
provide such records to the Individual at any time on demand;
3.4.6 (where the Individual is the Receiving Party) permit access to the Confidential
Information only to such of its Government colleagues, Ministers, and professional
advisors and, with the prior written consent of the Disclosing Party, consultants, as
reasonably and necessarily require access to the same in respect of the Purpose and
then only on condition that each such recipient is made aware of the confidential
nature of the Confidential Information and is subject to a written confidentiality
agreement with the Receiving Party under which that recipient agrees to comply
with the obligations imposed on the Receiving Party to this Agreement as if that
recipient was the Receiving Party under this Agreement. The Individual shalt retain
up ta date records of those of its professional advisors and consultants to whom it
has shared the Confidential Information and agrees to provide such records to POL.
at any time on demand;
3.1.7 immediately notify the Disclosing Party in writing where any unauthorised use or
disclosure of any Confidential Information has taken place or the Receiving Party is
made aware that such unauthorised use or disclosure Tnay take place, and take such
steps as the Disclosing Party may reasonably require in relation to the same;
3.2 The obligations of confidentiality contained in this Agreement do not apply to any information
which the Receiving Party can prove:
3.3
3.4
3.2.1 was known to the Receiving Party before the Confidential Information was provided
or made available by or on behalf of the Disclosing Party and was not held under an
obligation of confidence to the Disclosing Party whether directly or indirectly;
3.2.2 is subsequently received from any third party legally in possession of the Confidential
Information and who was not restricted from disclosing it:
3.2.3 is in or subsequently comes into the public domain (other than by breach by the
Receiving Party of its obligations under this Agreement);
3.2.4 Is subsequently authorised to be used or disclosed as non-confidential information
with the prior written approval of the Disclosing Party;
3.2.5 is independently legally acquired by an employee (where the Receiving Party is POL),
a consultant or a contractor of the Receiving Party who is not restricted from
disclosing it and without access to or use or knowledge of the Confidential
Information; or
3.2.6 is compelled to be disclosed by applicable law or by the mandatory rules or
requirements of any recognised investment exchange or any regulatory authority,
government department or agency to which the Receiving Party is subject or by an
order of a court of competent jurisdiction, subject always to the Receiving Party
complying with Clause 3.4.
Without prejudice to the generality of Clause 3,2.3, Confidential Information will not be
deemed to be in the public domain by reason only that it is known to only a few of those
people to whom it might be of commercial interest, and a combination of two or more
portions of the Confidential Information will not be deemed to be in the public domain by
reason only of each separate portion being so available.
if the Receiving Party is required pursuant to Clause 3.2.6 to disclose any Confidential
Information, the Receiving Party will, to the extent permitted by law, provide the Disclosing
Party with prompt written notice of such requirement so that the Disclosing Party may assert
such interest as it has in the Confidential Information and, if thought fit, seek an appropriate
order from a court of competent jurisdiction preventing or restricting the disclosure. If, in the
absence of such order, the Receiving Party is nonetheless, in the opinion of the Receiving
Party's legal counsel, legally required to disclose such Confidential Information, the Receiving
Party may disclose such information without liability, provided, however, that the Receiving
Party shall disclose only that portion of such Confidential information which it is legally
required to disclose and communicates the confidential nature of such information.
Intellectual property
This Agreement shall not be deemed to imply the grant of or agreement to grant a licence by
the Disclosing Party to the Receiving Party of any of the Disclosing Party's intellectual
property rights. The Disclosing Party retains all intellectual property rights in and title to the
Confidential Information at all times and for all purposes.
Return and destruction
At any time on demand from the Disclosing Party the Receiving Party shall promptly deliver
to the Disclosing Party or (at the Disclosing Party's option) destroy all Confidential Information
in whatever form (including without limitation all documents, papers, electronic copies, discs
and copies thereof) in the possession or control of the Receiving Party and within 30 calendar
days of such demand the Receiving Party shall certify in writing {signed by a director of the
Receiving Party) that it has complied with the requirements of this Clause 5, This obligation
shall not be applicable to Confidential Information that forms party of an electronic back-up
system which is not immediately retrievable as part or day-to-day business, provided that
such Confidential Information shall continue to be held subject to the terms of this Agreement
and this Clause shall survive termination of this Agreement.
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No warranty
All Confidential Information is provided “as is”. The Confidential Information may not be
accurate or complete and the Disclosing Party makes no representation or warranty as to the
accuracy, completeness or reasonableness of the Confidential Information and no such
representation or warranty is implied. Neither the Disclosing Party nor its directors or
employees (where the Disclosing Party is POL) nor its advisers or agents, shall have any
liability to the Receiving Party (or to any other person to whom the Receiving Party discloses
the Confidential Information or other information), resulting from use of the Confidential
Information or any other information supplied, or for any opinions, projections or forecasts
expressed or made by any of them, or for any errors, omissions or mis-statements made by
any of them.
In furnishing any Confidential Information no obligation is undertaken by the Disclosing Party
to provide any additional information or to update or correct any inaccuracies which may
become apparent in any Confidential Information,
Liability
The Receiving Party acknowledges that the Unauthorised use or disclosure of the Confidential
Information could cause irreparable harm to the Disclosing Party and that, in the event of a
breach or threatened breach of any of the Receiving Party's obligations under Clause 3
(Obligations in relation to Confidential Jnformation), the award of damages alone might not be
an adequate remedy and, accordingly, that the Disclosing Party shall be entitled to seek
enforcement of each such obligation by appropriate interim or final injunctive relief obtained
in any court of competent jurisdiction,
Public announcements
The Receiving Party will not make any announcement or publicity statement relating to the
Disclosing Party, the Proposal, this Agreement or its subject matter without the prior written
approval of the Disclosing Party.
No assignment
The Receiving Party will not be entitled to assign, transfer, sub-license or charge any or all of
its rights or obligations under this Agreement without the prior written consent of the
Disclosing Party.
No waiver
No failure by the Disclosing Party in exercising any right, power or privilege hereunder shall
constitute a waiver by that party of any such right, power or privilege, nor shall any single or
bartial exercise thereof preclude any further exercise of any such right, power or privilege.
Notices
Any notices and communications required to be given under this Agreement by one party to
the other will be properly given if sent by pre-paid post to the other at its address as set out
at the beginning of this Agreement, or such alternative address as may be notified in writing
by one party to the other for the purpose of receiving such notices and communications.
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SIGNED
Name in
Date:
SIGNED
For and
Name in
Survival
The obligations of the parties under this Agreement shall survive the completion (or earlier
termination) of the discussions or negotiations between the parties described in or relating to
the Purpose,
Third Party Rights
A person who is not a party to this Agreement has no right under the Contracts {Rights of
Third Parties) Act 1999 to enforce any term of this Agreement,
Governing Law
This Agreement is governed by, and will be construed-in accordance with the law of England
and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and
Wales,
by: .
block capitals: RICHARD CALLARD
by: ..
on behalf of The Post Office Limited
block capitals: ALWEN LYONS
Title: COMPANY SECRETARY
Dated:
2ue)aI
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