each a "Party" and together referred to as the "Parties".
WHEREAS
A. McLaren is in the business of, amongst other things, the research, construction and development of high performance motor vehicles for road and racing purposes.
B. The Individual is invited by McLaren to the reveal of the McLaren vehicle currently known as P18 (the "P18 Reveal").
C. The Individual will have access to certain Confidential Information at the P18 Reveal.
D. McLaren wishes to ensure that its Confidential Information is protected and treated by the Individual in the utmost secrecy and confidence.
NOW THEREFORE the Parties hereto agree as follows:
1. Confidential Information
Confidential Information includes, without limitation, identity, technical know-how, intellectual property, trade secrets, marketing and sales information, business plans, technical, financial and other non-technical information (whether oral, documentary, electronic or in any other form). For the avoidance of doubt, all such information shall be Confidential Information whether or not it is expressly stated or marked to be confidential. Confidential Information of McLaren shall also include Confidential Information of McLaren's Associated Companies, whereby "Associated Companies" means any entity which is, in relation to another entity, its Parent Undertaking, or its Subsidiary Undertaking or a Subsidiary Undertaking of its Parent Undertaking (from time to time). "Parent Undertaking" and "Subsidiary Undertaking" will have the meanings attributed to them in section 1162 of the Companies Act 2006.
2. The Individual’s Obligations
In consideration of McLaren providing the Confidential Information to the Individual, the Individual shall:
2.1.1 preserve the secrecy of the Confidential Information;
2.1.2 not use any Confidential Information for any purpose;
2.1.3 not publish any Confidential Information including on any social media site; and
2.1.4 not enter into any publicity in relation to the Confidential Information.
3. Exclusions
The obligations imposed by this Agreement shall survive without limit in point of time but shall not apply
to any Confidential Information which:
3.1.1 at the time it is received is in the public domain;
3.1.2 subsequently comes into the public domain through no fault of either party;
3.1.3 is lawfully received by the other party from a third party on an unrestricted basis; or
3.1.4 is already lawfully known to the other party before receipt.
4. Severance
4.1 If any provision (or part thereof) of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, ineffective, illegal or unenforceable, such invalidity, ineffectiveness, illegality or unenforceability of such provision (or part thereof) shall not affect any other provisions of this Agreement which will remain in full force and effect.
4.2 If any invalid, ineffective, unenforceable or illegal provision would be valid, effective, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to make it valid, effective,enforceable or legal.
5. Assignment
Neither Party may assign any of its rights under this Agreement or any document referred to in it without the prior written agreement of the other Party.
6. General
6.1 The obligations under this Agreement shall continue until the global reveal by McLaren of the vehicle manufactured pursuant to the P18 Reveal.
6.2 The Parties agree that (save where expressly stated otherwise in this Agreement) for the purposes of the Contracts (Rights of Third Parties) Act 1999 they do not intend any person, other than a Party to this Agreement (and, in the case of McLaren, its Associated Companies) to be able to enforce the terms of this Agreement.
6.3 No failure or delay of either Party in exercising any right under this Agreement shall be deemed a waiver of the right. No waiver of any default on any one occasion shall constitute a waiver of any subsequent default. No single or partial exercise of any right shall preclude the further or full exercise of it.
6.4 Save in respect of fraudulent misrepresentation by either Party, this Agreement constitutes the entire Agreement between the Parties relating to its subject matter and replaces and supersedes all arrangements between the Parties in relation to the subject matter hereof. This Agreement may not be amended unless agreed in writing by authorised signatories of the Parties.
6.5 Each of the Parties acknowledges and agrees that damages alone would not be an adequate remedy for any breach of Agreement and accordingly without prejudice to any other rights or remedies available, the Parties shall be entitled to seek injunctive or other equitable relief to prevent any breach or threatened breach of this Agreement.
6.6 The construction validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement shall be governed by the laws of England and the Parties hereby submit to the exclusive jurisdiction of the English courts.