Secure Content Terms of Use

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Secure Content Terms of Use (the “Terms”)

Important Information

You should carefully read the following Terms (also referred to as the “Agreement”, “Terms and Conditions”, "Terms of Use", "Terms of Service" or "TOS"). Your access to our Secure Content (also referred to as the “Confidential Information”) implies that you have read and accepted these Terms. The Website (all IPFT websites may hereafter be referred to, both individually and collectively, as "The Website") from which you accessed this agreement is provided to you subject to the conditions listed below. These terms are in addition to any other terms displayed on the IPFT homepage.

The access rights granted to you under the Terms are non-transferable without the express written permission of IPFT. You are responsible for the actions of any other person who may utilize your access rights on the IPFT Website.

Secure Content, Confidential Information and Use thereof

You acknowledge you have been granted access to the Secured Content on this Website in order to facilitate a potential business relationship involving IPFT and you (referred to collectively as the “Parties”) and individually as a “Party”), in relation to a fund or corporate vehicle to be formed by IPFT to be called Innergy and/or IPFT ToPCo Limited as the case maybe.  You are being provided Secure Access to certain confidential and/or non-public information regarding the other Party and the other Party’s business activities and intentions.  (IPFT, in its capacity as a provider of information, is referred to in this Agreement as the “Provider”; and you, in its capacity as a recipient of information, is referred to in this Agreement as the “Recipient”).  This Agreement sets forth the Parties’ obligations regarding the use and disclosure of such information and regarding various related matters.

Introduction

The following terms and conditions govern all use of the IPFT Website(s) and all content, Secure Content, Confidential Information, services and products available at or through the Website. The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other associated operating rules and policies (including, without limitation, IPFT Privacy Policy).

Please read this Agreement carefully before accessing or using the IPFT Website and any Secure Content or Confidential Information. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or any Secure Content.

Ownership

You do not claim intellectual property right or exclusive ownership to any of the Secured Content, whether modified or unmodified. All Secure Content is the property of IPFT. All Secure Content and Confidential Information are provided 'as is' without warranty of any kind, either expressed or implied. In no event shall our organization (or any business or individual associated with IPFT) be liable for any damages including, but not limited to, direct, indirect, special, punitive, incidental or consequential, or other losses arising out of the use of or inability to use Secure Content.

Intellectual Property

This Agreement does not transfer from IPFT to you any IPFT or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with IPFT. IPFT, the IPFT domain, the IPFT logo, and all other trademarks, service marks, graphics and logos used in connection with IPFT, or the Website are trademarks or registered trademarks of IPFT or IPFT's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any IPFT or third-party trademarks.

Confidentiality Obligations

The Parties, intending to be legally bound, acknowledge and agree as follows:

  • Limitation on Disclosure and Use of Confidential Information
    1. The Recipient will take reasonable precautions (consistent with the precautions it ordinarily takes to safeguard its own confidential documents) to safeguard the confidentiality of the Provider’s Confidential Information (as defined in section 6 below); provided, however, that: (I) the Recipient will be permitted to furnish and otherwise disclose the Provider's Confidential Information to those of its Representatives who need to know such Confidential Information for the purpose of helping the Recipient evaluate or negotiate a possible transaction between the Parties and who are advised or otherwise made aware that such Confidential Information is confidential; and (ii) the Recipient and its Representatives will be permitted to furnish and otherwise disclose the Provider's Confidential Information to the extent that the Recipient or any of its Representatives determines in good faith that disclosure thereof maybe required by any law, rule, regulation, judicial order, administrative order or other legal requirement or legal process. If the Recipient or any of its Representatives determines in good faith that disclosure of any of Provider's Confidential Information maybe required by any law, rule, regulation, judicial order, administrative order or other legal requirement or legal process, then the Recipient or such Representative will provide reasonable cooperation to the Provider in any attempt by the Provider to obtain a protective order or other appropriate remedy.
    2. The Recipient will not, and the Recipient will take reasonable precautions to cause its Representatives not to, make use of any of the Provider's Confidential Information, except for the specific purpose of considering, evaluating and negotiating a possible transaction between the Parties.
    3. Except to the extent required by any law, regulation, judicial order, administrative order or other legal requirement or legal process, neither Party will make or permit any disclosure to any Person (other than to such Party's Representatives who agree not permit or make any disclosure to any Person) regarding (i) the existence or terms of this Agreement, or the fact that Confidential Information has been made available to the Recipient or any of its Representatives, or (ii) the fact that discussions or negotiations are or may be taking place with respect to a possible traction involving the Parties, or the proposed terms of any such transaction.
    4. Nothing contained herein shall be construed as preventing employees or other Representatives of the Recipient who had access to Confidential Information of the Provider from using that information retained as part of their general skill, knowledge, talent and expertise. Access to the Provider's Confidential Information shall not preclude an individual employee or other Representative of the Recipient who has seen or otherwise had access to such Confidential Information for the purpose of this Agreement from working on future projects that relate to similar subject matters, provided that such individual does not use or make reference to the Confidential Information in doing so.
    5. The Parties expressly acknowledge and agree that none of the following shall, alone or taken together, by themselves constitute a violation of this agreement: (i) the mere fact that one Party enters a new line of business and becomes a competitor to the other Party in any new market; (ii) the mere fact that the same individuals at a Party who review the Confidential Information are on or may join the team within the Party that competes in the same line of business with the other Party in a competing market; (iii) the mere entry by a Party into any same line of business as the other Party in any new market, now or in the future, and such entry alone does not indicate, demonstrate, prove or mean that a Party has used the Confidential Information for any reason other than the purposes specified in this agreement; and (iv) the mere fact that a Party offers, now or in the future, products or services similar to the other Party in any particular market.
  • No Representations by Provider. Neither the Provider nor any of its Representatives has made or is making any representation or warranty, expressed or implied, as to the accuracy or completeness of any of the Provider’s Confidential Information, and neither the Provider nor any of its representatives will have any liability to the Recipient or to any of the Recipient’s Representatives relating to or resulting from the use of any of the Provider’s Confidential Information, changes or amendments to the Provider’s Confidential Information or any inaccuracies or errors therein or omissions there from. Only those representations and warranties (if any) that are included in any final definitive written agreement that provides for the consummation of a negotiated transaction between the Parties and is validly executed on behalf of the Parties will have legal effect.
  • Return of Confidential Information. Upon the Provider’s request, the Recipient and the Recipient’s Representatives will deliver to the Provider any of the Provider’s Confidential Information (and all copies thereof) obtained or possessed by the Recipient or any of the Recipient’s Representatives; provided, however, that, in lieu of delivering to the Provider any written materials of the type described in clause “(b)” of the first sentence of section 6 below, the Recipient may destroy such written materials and deliver to the Provider a certificate confirming their destruction.  Notwithstanding the delivery to the Provider (or the destruction by the Recipient) of Confidential Information of the Provider pursuant to this section 3, the Recipient and its Representatives will continue to be bound by their confidentiality obligations at other obligations under this Agreement.
  • No Waiver. No failure or delay by either Party or any of its Representatives in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under this Agreement.  No provision of this Agreement can be waived or amended except by means of a written instrument that is validly executed on behalf of both of the Parties and that refers specifically to the particular provision or provisions being waived or amended.
  • Confidential Information. For the purposes of this Agreement, the Provider’s “Confidential Information” will be deemed to include only the following:
    1. Any confidential or proprietary information (including any confidential or proprietary technology, know-how, patent application, test result, research study, past track record, business plan, budget, forecast or projection) relating to the business of the Provider, any predecessor entity or any subsidiary or other affiliate of the Provider (whether prepared by the Provider or by any other Person and whether or not in written form) including any profit participation scheme such as a carried interest plan that is made available to the Recipient or any Representative of the Recipient by or on behalf of the Provider or any Representative of the Provider; and
    2. Any memorandum, analysis, compilation, summary, interpretation, study, report or other document, record or material that is or has been prepared by or for the Recipient or any Representative of the Recipient and that contains, reflects, interprets or is based directly or indirectly upon any information of the type referred to in clause “(a)” of the section;

However, the Provider’s “Confidential Information” will not be deemed to include:

  1. Any information that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any such information by the Recipient or by any of the Recipient’s Representatives;
  2. Any information that was in the Recipient’s possession prior to the time it was first made available to the Recipient or any of the Recipient’s Representatives by or on behalf of the Provider or any of the Provider’s Representatives, provided that the source of such information was not and is not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any such information;
  • Any information that becomes available to the Recipient on a non-confidential basis from a source other than the Provider or any of the Provider’s Representatives, provided that such source is not known to the Recipient to be bound by any contractual or other obligation of confidentiality to the Provider or to any other Person with respect to any such information; or
  1. Any information that is independently developed by the Recipient or any of the Recipient’s Representatives without the use of or reference to any of the Provider’s Confidential Information.
    1. For the purposes of this Agreement, a Party’s “Representatives” will be deemed to include each Person that is or becomes (i) a subsidiary or other affiliate of such Party, or (ii) an officer, director, employee, partner, attorney, advisor, accountant, agent or representative of such Party or of any of such Party’s subsidiaries or other affiliates.
    2. The term “Person”, as used in this Agreement, will be broadly interpreted to include any individual and any corporation, partnership, entity, group, tribunal or governmental authority.
    3. In any legal proceedings brought to enforce this Agreement or the rights of any of the Parties, the prevailing Party in such proceedings shall be entitled to receive a reasonable sum for its lawyers’ fees and all other reasonable costs and expenses incurred in such proceedings.
    4. In addition to all other remedies available (at law or otherwise) to a Party, each Party shall be entitled to seek equitable relief (including injunction and specific performance) as a remedy for any breach or threatened breach of any provision of this Agreement.
    5. The obligations of the Recipient and the Recipient’s Representatives under section 1 above will terminate on the second anniversary of the date hereof.
    6. The bold-faced captions appearing in this Agreement have been included only for convenience and shall not affect or be taken into account in the interpretation of this Agreement.
    7. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
    8. By making Confidential Information or other information available to the Recipient or the Recipient’s Representatives, the Provider is not, and shall not be deemed to be, granting (expressly or by implication) any license or other right under or with respect to any patent, trade secret, copyright, trademark or other proprietary or intellectual property right.
    9. To the extent that any Confidential Information includes materials or other information that may be subject to legal advice privilege, litigation privilege or any other applicable privilege or doctrine concerning any Confidential Information or any pending, threatened or prospective action, proceeding, investigation, arbitration or dispute, it is acknowledged and agreed that the Parties have a commonality of interest with respect to such Confidential Information or action, proceeding, investigation, arbitration or dispute and that it is the Parties’ mutual desire, intention and understanding that the sharing of such materials and other information is not intended to, and shall not, affect the confidentiality of any such materials or other information or waive or diminish the continued legal protection of any such materials or other information under legal advice privilege, litigation privilege or other applicable privilege or doctrine.  Accordingly, all Confidential Information that is entitled to protection under legal advice privilege, litigation privilege or other applicable privilege or doctrine shall remain entitled to such protection there under.
    10. This Agreement constitutes the entire agreement between the Recipient and the Provider regarding the subject matter hereof and supersedes any prior agreement between the Recipient and the Provider regarding the subject matter hereof.
    11. This Agreement is deemed to be executed upon your clicking acceptance of this Agreement, which shall be sufficient to bind the parties to the terms and conditions of this Agreement.
    12. You may view and/or print this Agreement by visiting your account dashboard in the Secure Content of the Website at http://www.ipft.co.uk/secure-access/dashboard/ or by clicking here.