Confidential Information Policy

Version 1.3

1. Introduction 
   1. This Confidential Information Policy is incorporated into and forms part of the Subscription Agreement entered into between the Supplier and the Client.
   2. It governs the control and use of Confidential Information by the Parties.
2. Interpretation 
   1. Any terms used but not defined in this Confidential Information Policy shall be as defined in the Standard Terms and Conditions, and the same rules of interpretation apply.
   2. In addition, the following definitions in this clause apply to this Confidential Information Policy:
      1. "Confidential Information" means all information of a confidential or proprietary nature (including information imparted orally) whether or not marked as confidential and whether in written, electronic or other form relating to the Discloser including but not limited to its services, products, processes, commercial and financial information, know how, trade secrets, agreements with third parties; this Agreement; customer information, potential or actual customers and suppliers revealed to or learnt by the Recipient, its employees and advisers before or after the date of this Agreement together with any Copies but excludes Excluded Information;
3. Confidentiality 
   1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that: 
      1. is or becomes publicly known other than through any act or omission of the receiving party;
      2. was in the other party's lawful possession before the disclosure;
      3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
      4. is independently developed by the receiving party, which independent development can be shown by written evidence.
   2. Subject to clause 3.4, 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 implementation of this agreement.
   3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
   4. 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 3.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
   5. The Client acknowledges that details of the Services and the Documentation, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information.
   6. The Supplier acknowledges that the Client Data is the Confidential Information of the Client.
   7. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.