Prior to the execution of a final agreement between You and Us, it is possible that the parties will exchange Confidential Information.  As part of discussions between You and Us, it is also possible that we will provide You with access to a Trial Instance.  During this period, both You and We agree to treat any Confidential Information received in accordance with the provisions below.

The following definitions will apply:

“Client Data” means the data inputted into the Software by You or on Your behalf but shall not include any anonymised, aggregated data created by Us, any other data or metadata related to any document uploaded into the Software, any JSON schema of any such document, or any metadata generated as part of the Optical Character Recognition (“OCR”) process within the Software;

“Confidential Information” means all information in whatever form which relates to a party’s business, services and products, developments, trade secrets, know-how, processes, methodologies, personnel, suppliers and clients (whether or not designated as “confidential information” by the party to which it relates) together with all information derived from the above;

“Order Form” means the form or online subscription process (which incorporates by reference the “Ark 51 Master Terms” which, in turn, include a confidentiality provision substantially similar to these provisions) by which You agree to subscribe to the Software;

“Permitted Purpose” means the advancement of discussions between You and Us and the assessment of the functionality of the Software;

“Regulatory Authority” means any governmental, regulatory or other competent authority that regulates and/or supervises either You or Us;

“Software” means the online software application known as Ark 51;

“Trial Instance” means an instance of the Software created specifically for You for the purposes of testing its functionality.

“We”, “Us” and “Our” are all references to Parallel 51 Limited, the owner of the Software.

“You” and “your” are references to you, the potential customer who has expressed an interest in the Software and with whom We are in discussions.

1. A party’s Confidential Information shall not be deemed to include information that:

• • is or becomes publicly known other than through any act or omission of the receiving party in breach of this provision;

• • was in the other party’s lawful possession before the disclosure;

• • is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

• • is independently developed by the receiving party, which independent development can be shown by written evidence.

2. Subject to Clause 3, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the Permitted Purpose.

3. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other Regulatory Authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

4. You acknowledge that details pertaining to the Software form part of Our Confidential Information.

5. We acknowledge that Client Data forms part of Your Confidential Information.

6. Both parties agree that breach of these provisions will cause the party disclosing such Confidential Information irreparable damage for which recovery of damages would be inadequate recompense, and that in the event of any actual, likely, or threatened breach of these provisions, the disclosing party shall be entitled to apply for injunctive relief.

7. These provisions shall cease to be effective on the earlier to occur of:

• • execution of an Order Form, or
  • 2 years after the date on which You notify Us (or that it otherwise becomes reasonably apparent) that you do not intend to subscribe to the Software.

8. In any event, if we have created a Trial Instance for You, we will permanently delete that Trial Instance promptly (and in any event within 2 Business Days) of (a) receipt of a written request from You to do so (for which purposes an email sent to [email protected] will suffice), or (b) You notifying Us (or it otherwise becoming reasonably apparent) that you do not intend to subscribe to the Software.

9. These provisions and any dispute or claim arising out of or in connection with these provisions of their 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.