The agreement is made between:

Orange Personal Communications Services Limited ("Orange")
St James Court, Great Park Road, Almondsbury Park, Bradley Stoke, Bristol BS32 4QJ

Name of the Representative who enters into the agreement: Anna Grundy
Title of the representative who enters into the agreement:  Head of Partner Catalogues, Orange Group

And the above named company and contact as detailed in the Orange Partner - Premium Membership or Contracted Partnership Registration.

          
Purpose of the disclosure and use of confidential information:  Participation in the Orange Group Partner programme as an Orange Partner Premium Member or Contracted Partner, any Product submissions within this site and such other purposes as may be agreed between the parties from time to time.

In this agreement references to "affiliates" shall, in the case of Orange, include France Telecom S.A. (with principal offices located at 6 place d'Alleray 75505 Paris Cedex 15, France) and each and every company Controlled by France Telecom SA or under common Control with France Telecom SA. For these purposes, 'Control' and 'Controlled' means in relation to any entity, having ownership or control (directly or indirectly) of more than twenty per cent (20%) of the voting capital or voting rights of the entity or other right (through securities contract or otherwise) to direct or cause the direction of the management and policies of that entity.

1. Purpose of disclosure. The disclosure of confidential information by the parties, their affiliates and advisers within the scope of this agreement is limited to the purpose stated above unless authorised in writing by the disclosing party. The receiving party recognises that the disclosing party's confidential information was/is given on condition that the receiving party agrees to treat it confidentially and to comply with the commitments described in this agreement. In protecting confidential information, the receiving party shall exercise the highest standard of care to protect and store the confidential information.

2. Definition of confidential information. The term 'confidential information' means all or any of the following, the list being indicative only and not complete:

(i) any information of a confidential nature in any form, oral or in writing, e-mails, faxes, drawings, listings, software, electronic copies of documents, specifications, data, graphs, oral recordings, pictorial reproduction and/or digital information, communicated to the receiving party before or after the signature or date of this agreement which relates to the parties or their affiliates, their respective organisations, operations, or strategic, financial, legal, commercial or other policies;

(ii) if the project is confidential, the identity of the people involved in the project from either party, their group of companies and their advisors' teams and the existence, content, nature, progress and evolution of the project;

(iii) the identity of any other company involved or which the parties intend to involve in the project; and

(iv) this agreement and anything related to it.

3. Exceptions. The receiving party will be released from its obligation to treat the confidential information as confidential in the following cases:

(i) the confidential information was obtained from public or published information as long as such information was not released as a result of a breach of an obligation of confidentiality whether under this agreement or otherwise,

(ii) the confidential information was obtained from a third party without any restriction on its communication or any breach of confidentiality by the third party,

(iii) the confidential information was already in the possession of the receiving party without any obligation of confidentiality,

(iv) the confidential information was developed independently by the receiving party; or

(v) the disclosing party has, expressly and in writing, authorised the communication of the confidential information provided that the receiving party has complied with any conditions that this authorisation may contain

For all of the above, it is the responsibility of the receiving party to provide convincing evidence that the exception has been met and that it is released from the obligation of confidentiality.

4. Restriction on disclosure. The receiving party acknowledges the confidential and proprietary nature of the confidential information received from the disclosing party, its affiliates and advisors. The receiving party may only disclose confidential information to people employed within its organisation or by its affiliates or to its advisers and representatives that need to know this confidential information to work on the project. The receiving party undertakes to make these persons aware of the restrictions on the use and disclosure of the confidential information, and ensure that they comply with them. The receiving party undertakes to keep a list of all those persons, including their name, profession, employer's name and address, and in what capacity they worked on the project, and to provide this list to the disclosing party on written request. The receiving party will be responsible to the disclosing party for any breach of this agreement by any person or entity to whom it communicates the confidential information.

5. Ownership. The receiving party agrees and acknowledges that the confidential information is and shall remain the disclosing party's, its affiliates' or its advisers' sole and exclusive property. The receiving party has no right of use or to disclose such confidential information except in strict compliance with this agreement. The receiving party is not granted any right, by licence or otherwise, under any patent, patent applications, copyrights or intellectual property rights or other proprietary rights with respect to any confidential information.

6. No guarantee. The disclosing party does not guarantee the accuracy or completeness of the confidential information and cannot be held responsible for errors or omissions it may contain.

7. Return or destruction of information. At the end of the period of disclosure of confidential information, or whenever a party requests in writing, provided this request is received by the receiving party within six months from the end of the period of exchange of information (as may be extended in writing by the parties) or from despatch of the written notice of termination of this agreement by one party, the receiving party shall promptly:

(i) At the disclosing party's option promptly return or destroy all confidential information and any copies of it,

(ii) destroy any notes, summaries or other tangible material containing confidential information prepared by the receiving party or its representatives or advisors; and

(iii) send to the disclosing party a written declaration that it has not knowingly retained any confidential information – such declaration to cover itself and all persons to whom and entities to which it communicated confidential information.

If the receiving party needs to retain one copy because of legal requirements then it must inform the disclosing party. Before it can do so, it must evidence the extent of that obligation and its context and give reassurance to the disclosing party that any confidential information it requires to retain will be protected as if this agreement remained in force.

8. Request to disclose. If the receiving party or any of the persons to whom it disclosed confidential information receives an order or request to disclose any confidential information by a court of competent jurisdiction or a governmental body, then the receiving party agrees:

(i) if not prohibited by the request or order, immediately to inform the disclosing party in writing of the existence, terms, and circumstances surrounding the request or order;

(ii) to consult with the disclosing party on what steps should be taken to avoid or restrict the disclosure of confidential information;

(iii) to give the disclosing party the chance to defend, limit or protect against the disclosure; and

(iv) if disclosure of confidential information is lawfully required, to supply only that portion of the confidential information which is legally necessary and try to obtain confidential treatment for any confidential information required to be disclosed.

9. Public announcement. The content and timing of any public announcement that is not required by law relating to the project must be previously agreed by the parties in writing. For public announcement required by law, the parties will endeavour, where possible, to consult each other on the content and timing of such public announcement.

10. Specific performance. Following unauthorised use or communication of confidential information, in most cases, compensation is not an adequate remedy: the nature of this confidential information means that action to safeguard confidentiality is required before loss or damage has incurred. Therefore, the receiving party acknowledges that the disclosing party is entitled to apply for emergency remedial action from any judge such as an injunction, specific performance or other equitable relief, against any person that has breached or is threatening to breach this agreement. In doing so, the disclosing party will not have to prove that it has already incurred or will incur actual loss or damage.

11. Entry into force and duration. This agreement shall enter into force at the earlier of the date of signature by the last of the parties or the first date of disclosure or communication of confidential information as indicated on page 1 of this agreement. It shall remain in force for one year from its entry into force (as extended jointly in writing by the parties) or, if sooner, until terminated by written notice to the other party. Termination for whatever reason shall trigger the start of a three-year period during which the confidential information shall remain protected.

12. Applicable law. This agreement shall be governed and construed in accordance with the law of England and Wales.

13. Disputes. Each Party agrees to submit to the jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.

14. Entire agreement. This agreement constitutes the entire agreement of the parties and supersedes all prior oral discussions, emails, correspondence, negotiations and agreements between the parties with respect to the confidentiality of the project.

15. Amendment. This agreement cannot be amended or altered other than by both parties signing two copies of a written amendment. If a judge finds that a provision of this agreement is not valid, this invalidity shall not affect the rest of the agreement, which shall be interpreted, to the extent possible, as if the invalid provision were not there. In doing so, the parties shall always attempt to apply this agreement according to their initial intent.