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This Deed is useful if there is to be a sale of business, sale of shares, joint venture or a major product order and covers disclosures by one party (the Discloser) where:

• The Discloser possesses valuable Confidential Information and Intellectual Property rights in respect of its products and its Business (as defined);
  
• The Recipient has requested the Discloser to disclose certain Confidential Information to enable the Recipient to carry out specific investigations and assessments;
  
• The Discloser wishes to ensure that the Confidential Information which it discloses to the Recipient is protected and that its Intellectual Property rights are also preserved; and
  
• The Recipient acknowledges the Discloser's rights and undertakes to only use the Confidential Information disclosed to it for the Permitted Purpose and undertakes to preserve the Discloser's Intellectual Property rights.

The template contemplates that the Discloser and the Recipient may be either a company or an individual.

This Deed includes the following provisions:

1. Definitions
2. Interpretation
3. Undertaking as to confidentiality
4. Acknowledgement of ownership of Intellectual Property
5. No licence or interest in the Discloser's products
6. Storage and return of Confidential Information
7. Access to Confidential Information and Intellectual Property
8. No warranty or representation
9. Breach by the Recipient
10. Governing law and jurisdiction

This document attaches the following: Notes; and Checklist for Confidentiality Deed