Confidential Information Agreement
1. Parties and Scope
1.1 This is an agreement between Rolls-Royce Plc (“Challenge Host”) and your company or team as registered in your application (“Challenge Participant”).
1.2 The purpose of this Agreement is to protect the Challenge Host’s Confidential Information, while simultaneously to facilitate the creation of high-quality blockchain solutions by the Challenge Participant in response to the Rolls-Royce Blockchain Innovation Challenge (“Purpose”).
1.3 This Agreement applies to the Challenge Hosts’ Confidential Information received by the Challenge Participant from the date of assent until 1 November 2019 or the date of termination by either party in writing.
In this Agreement:
“Confidential Information” shall mean all data provided, including insights, analyses, conclusions, comments, information and work derived from the data for the Purpose, as well as Proprietary Business Information;
“Data” shall mean the data made available for the Purpose including or containing:
provided documents and datasets,
data schema/ data dictionary; and
all other data, information, facts, and details from the Challenge Host in whatever form or medium however presented or conveyed;
3. Challenge Host’s Confidential Information
3.1 The Challenge Host’s Confidential Information includes, but is not limited to:
(a) Information that the Challenge Host deems confidential and/or proprietary;
(b) Information developed by the Challenge Participant using, referencing or incorporating the Challenge Host’s Confidential Information; and
(c) Information about the Challenge Host’s research and development plans and results, evaluation procedures, product formulations, applications to government authorities, pricing or cost, construction plans, sales studies and plans, marketing studies and plans, advertising studies and plans, customer lists, computer information and software, unique techniques, and information subject to a right of privacy.
3.2 The Challenge Host’s Confidential Information does not include any information that:
(a) Was or becomes generally known to the public by means other than a breach of a contractual, legal, or fiduciary duty of confidentiality owed to the Challenge Host and/or its Related Parties;
(b) Is in the lawful possession of the Challenge Participant prior to acquisition as a result of this Agreement;
(c) Was or becomes available to the Challenge Participant on a non-confidential basis from a third person that is not bound by any contractual, legal, or fiduciary duty of confidentiality to the Challenge Host and/or its Related Parties; or
(d) Is developed entirely by the Challenge Host with absolutely no access to the Challenge Host’s Confidential Information.
3.3 The status of Confidential Information as such is not affected by:
(a) the means by which the Challenge Host discloses it to the Challenge Participant; or
(b) the intentionality or inadvertency by which Challenge Host discloses it to the Challenge Participant.
4. Challenge Participant’s Obligations
4.1 The Challenge Participant will not:
(a) Use the Challenge Host’s Confidential Information for any reason other than the Purpose of this Agreement; and/or
(b) Disclose the Challenge Host’s Confidential Information except as authorised by the Challenge Host in writing.
4.2 Challenge Participant may disclose the Challenge Host’s Confidential Information:
(a) To other Challenge Participants who have assented to this Agreement;
(b) In communications to the Challenge Host’s attorneys or accountants who have a professional obligation to maintain such Confidential Information in confidence; and/or
(c) When compelled by a governmental or regulatory authority, after providing the Challenge Host reasonable advance notice of the disclosure (to the extent notice is permitted by applicable law).
4.3 The Confidential Information is deleted within 3 days of completion of Purpose. The winner of the Rolls-Royce Blockchain Innovation Challenge must delete the Confidential Information within 12 months of Effective Date.
4.4 The prohibitions contained in clause 4.1 survive for five (5) years after the later of:
(a) The date of termination of this Agreement; or
(b) The date Challenge Participant deletes or turns over all Confidential Information in its possession or control to the Challenge Host, unless such a time as the Confidential Information becomes generally known to the public.
4.5 The foregoing notwithstanding, the restrictions on prohibition or use of the Challenge Host’s Trade Secrets survive for as long as the Confidential Information satisfies the definition of Trade Secret, provided that the Challenge Host informs Challenge Participant in writing at the time of disclosure that the Confidential Information is deemed a Trade Secret.
4.5 The Challenge Participant shall immediately inform the Challenge Host of any actual or suspected breach of this Agreement.
5.1 You can respond to the Rolls-Royce Blockchain Innovation Challenge to:
Adapt the Confidential Information
Exploit the Confidential Information non-commercially, for example, by combining it with other Information, or by including it in Your own product or application.
5.2 For the purpose of clarity, the Challenge Participant will ensure that:
The Confidential Information will not be used for commercialisation purpose of any prototype or solution arising from this Purpose unless mutually agreed upon between Challenge Host and You.
The Confidential Information will not be resold or re-distributed by the Challenge Participant.
5. Choice of Law and Forum
5.1 This Agreement will be governed in all respects by the laws of the Republic of Singapore.
5.2 The parties shall submit any disputes regarding this Agreement to be resolved under the exclusive jurisdiction of the courts of Singapore.
6.1 The Challenge Participant acknowledges that, due to the nature of the Challenge Host’s business, monetary damages may be inadequate to protect the Challenge Host from any threatened or actual breach of the Challenge Participant’s obligations to protect the Challenge Host’s Confidential Information and that any breach may cause irreparable harm to the disclosing party. Accordingly, the parties agrees that the Challenge Host is entitled to seek an injunction restraining any threatened or actual breach without having to prove the inadequacy of monetary damages or irreparable harm.
By participating, I on behalf of my organisation and/or team members involved in Rolls-Royce Blockchain Innovation Challenge have understood and agree to be bound by this Confidential Information Agreement.