This Agreement is dated 18 / 12 / 2017

Between

1.

(1) Home Instead Senior Care UK Ltd (Co Number: 5564869) whose registered office address is at Unit 2 Walnut Tree Business Centre, Walnut Tree Farm, Lower Stretton, Warrington, Cheshire WA4 4PG (“We” / “Us” / “Our”); and

2.
of
("You")

Background

You have expressed an interest in purchasing a Home Instead Senior Care franchise (“the Opportunity”) and we propose to enter into discussions with you. As part of these discussions we will be disclosing to you our proprietary information and trade secrets which are confidential in nature.

In consideration of us disclosing and/or making available to you certain confidential information, you agree to abide by the terms of this agreement with respect to the holding in confidence all information emanating from us and in particular you AGREE AS FOLLOWS:

  1. The term “Confidential Information” shall mean all information emanating from us, in any form concerned with the operation of a Home Instead franchise business. Confidential Information is not meant to include any information which:
    1. At the time of disclosure is in the public domain; or
    2. After disclosure, enters the public domain unless the entry of that information is as a result of any breach of the terms of this agreement.
  2. To keep strictly confidential and not to disclose, use or permit the use of any part of Confidential Information for any purpose, in any way and at any time except for the purposes of discussions between you and us, for you to evaluate the Opportunity, for the purposes of obtaining legal advice or as required by law. You shall not use Confidential Information to obtain a commercial, trading or other advantage or for any other purpose.
  3. You acknowledge and agree that Confidential Information is our intellectual property and is being provided to you in strictest confidence.
  4. You further acknowledge that Confidential Information (including but not limited to information, guidance and business insights which we will provide to you) may be difficult to quantify precisely and accordingly that we are entitled to protection against the misuse of such information, guidance and insights. Should you decide for whatever reason not to proceed with this process, you agree to:
    1. Return or destroy, as we shall specify, any and all Confidential Information which we have provided to you up to that point;
    2. Not use any material of whatever nature in which the copyright is vested in us or where the continued use would in any way infringe our copyright;
    3. Not use or disclose any part or all of the Confidential Information which you have received from us to or for the purposes of a competing or similar business.
    In addition, you agree to indemnify us and keep us fully indemnified at all times against all liabilities, costs, expenses, damages and losses including all direct, indirect and consequential losses, loss of profit, loss of reputation suffered or incurred by us as a result of or arising out of any breach of the above undertakings by you.
  5. You shall be solely responsible for all of your costs and expenses (including legal costs) which you incur or may incur as a result of your investigations of the Opportunity notwithstanding that the negotiations may not be successful or lead to you proceeding with the Opportunity.

The obligations of confidentiality contained in this Agreement shall continue to apply after the discussions between us have ended.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.

I agree and will comply with and will observe all of the above terms and conditions.


It is important that you have read and understand the above conditions before signing. If there is any term that you do not understand or do not wish to agree to, then please discuss it with us before signing.

By signing below you are entering into a legally binding agreement.


Click this box to sign the agreement.
Date
18 / 12 / 2017

Duly authorised for and on behalf of Home Instead Senior Care UK Ltd

Signed by
Ruth Brown

Ruth Brown
Head of Franchise Development
Authorised Signatory

Date
18 / 12 / 2017