Confidentiality Agreement

To: A Participant in Product Testing and Consumer Research (“You”)

As a participant in this programme of consumer testing for Unilever UK Central Resources Limited (“We”, “Us” or “Our”), confidential information and/or samples will be disclosed to You concerning possible products and/or product concepts. As a key part of this research, We are interested in any feedback and/or improvements of such possible products and/or product concepts that You may make.

Please read carefully the terms below as, if You sign, these will be a legal agreement between You and Us. Please do not sign this document unless You fully understand what is being agreed and You are content to be so bound. If You have any queries on these terms, please contact Us or seek independent legal advice.

In consideration of participating in the programme of consumer testing and other benefits provided, the sufficiency of which You acknowledge, You agree to be legally bound as follows:

For the purposes of this Agreement, “Confidential Information” means all information and samples disclosed, demonstrated or supplied to You by or on behalf of Us (including by Our employees or affiliates). Confidential Information also includes any information, samples or things that You may receive, see or hear when in any of Our premises or testing any of our products at home.
You agree to:
(a) keep strictly confidential all of the Confidential Information that You receive and not to disclose any of this to any other person. This is including, but not limited to, proprietary information, technical data, trade secrets, marketing, finances, know-how, experiences, documents, internal memoranda and meeting minutes, whether made orally or in writing.

(b) Refrain from, except in the proper course of this Agreement, using any Confidential Information acquired by You during the course of this Agreement with Us.

(c) use any computer or other resource provided by Us or use any of the Confidential Information only for the consumer testing and then only as and to the extent You have been instructed by Us.

Clause 2(a) shall not apply to Confidential Information that You can establish was either: (a) already available to the public before its disclosure to You by Us, or (b) has subsequently become available to the public through no breach of this Agreement by You.
You agree that all Confidential Information that We provide to You remains Our property and that You will return this to Us as soon as possible but not later than 30 days of a written request to do so.
You agree that all feedback or ideas You provide to Us on any Confidential Information or otherwise may be used freely by Us and Our affiliates without further consent or payment to You.
Whilst on Our premises, You agree to comply at all times with all of Our rules and regulations for visitors that are notified to You or otherwise on display and/or all instructions given by Our employees. At all times, You agree to act in a responsible manner and display respectful and acceptable behaviour.
You acknowledge that any disclosure or misuse of the Confidential Information is likely to cause irreparable and substantial harm to Us and damages will not be a sufficient remedy. Therefore, in addition to all other remedies to which We may be entitled as a matter of law, We shall also be entitled to enforce these provisions by means of injunctions.
You agree that, We, Our affiliates and Our employees have no liability for:
(a) any loss or damage whatsoever, direct or indirect, arising from any breach by You of this Agreement and/or any consequences from that breach.

(b) any loss of earnings, indirect losses, pure economic loss, incidental and/or consequential damages arising out of/ under/ pursuant to this Agreement.
You agree that this Agreement will expire on the later of: 5 years from the date of this Agreement, or 3 years from the last disclosure of Confidential Information hereunder with the exception of clause 6 which will continue indefinitely.
You agree that you have read and acknowledged the obligations on You set out within the [Insert Link Panellist Terms and Conditions and Code of Conduct]. We reserve the right to remove and terminate any Agreement made with You if You do not abide by the Panellist Terms and Conditions and Code of Conduct.
You acknowledge that You have been expressly advised by Us to obtain independent legal advice before entering this Agreement and have sought all such advice as may reasonably be considered necessary and desirable.
No delay in exercising or non-exercise by Us of any of its rights under or in connection with this Agreement shall operate as a waiver or relief of that right. Rather, any such waiver or relief must be specifically granted in writing signed by Us.
This Agreement shall be governed by English law. The parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to settle any such dispute or issues.