WHEREAS:
(A) The Disclosing Party has proposed to engage the Receiving Party for the purpose of Shopify Development Work.
(B) In connection with this engagement, the Disclosing Party may disclose to the Receiving Party certain confidential technical and business information which the Disclosing Party desires to protect against unrestricted disclosure or competitive use.
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, it is agreed as follows:
Confidential Information: The term "Confidential Information" means any information or material which is proprietary to the Disclosing Party, whether or not owned or developed by the Disclosing Party, which is not generally known other than by the Disclosing Party, and which the Receiving Party may obtain through any direct or indirect contact with the Disclosing Party.
Non-Disclosure of Confidential Information: The Receiving Party agrees not to use any Confidential Information disclosed to it by the Disclosing Party for its own use or for any purpose except to carry out discussions concerning, and the undertaking of, the [Web Design Work]. The Receiving Party further agrees not to disclose or disseminate the Confidential Information to anyone other than those of its employees and authorised agents with a need to know and who have signed a non-disclosure agreement.
Ownership of Confidential Information: All Confidential Information remains the property of the Disclosing Party, and no license or other rights in the Confidential Information are granted or implied hereby.
Return of Confidential Information: Upon the request of the Disclosing Party, the Receiving Party shall return all copies of Confidential Information received from the Disclosing Party, or certify in writing that all copies of Confidential Information have been destroyed.
No License: Nothing contained herein shall be construed as granting or implying any transfer of rights to the Receiving Party in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
Term: The obligations of this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Receiving Party.
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.