24.1 For the purpose of this Agreement, confidential information shall mean any and all information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) not generally known to the public, including but not limited to Prospective Client’s information, where the Receiving Party can document that:

24.1.1 the information was known to it prior to its disclosure hereunder;

24.1.2 is or enters the public domain (and is readily available without substantial effort) through no wrongful act or inaction of the Receiving Party;

24.1.3 has been rightfully received from a third party authorised to make such disclosure without restriction;

24.1.4 is independently developed by the Receiving Party by persons without access to such information and without the use of any
Confidential Information of the Disclosing Party;

24.1.5 has been approved for release by prior written authorisation of the Disclosing Party; or

24.1.6 is required to be disclosed by a government or regulatory authority, court order or applicable law, provided that the Receiving Party provides the Disclosing Party with prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure; (hereafter referred to as “Confidential Information”).\

24.2 The Parties furthermore agree that the contents of this Agreement and its terms and conditions shall be kept confidential. It is being understood, however, that this shall not restrict either Party from giving full information on this Agreement to:

24.2.1 external auditors and other representatives; and/ or

24.2.2 governmental or regulatory bodies having jurisdiction over either of the Parties. provided that reasonable measures are taken to safeguard against further disclosure, including without limitation, seeking appropriate confidential treatment or a protective order, or assisting the other Party to do so.

24.3 The Receiving Party agrees to keep confidential and not to disclose or use except in performance of its obligations under this Agreement, Confidential Information related to the Disclosing Party’s technology or business provided by the Disclosing Party or its representatives to the Receiving Party (or its representatives or outsourcing providers) in connection with this Agreement whether disclosed previously, currently or subsequently, hereunder or otherwise. Each Party shall use reasonable precautions to protect the other’s Confidential Information and employ at least those precautions that such Party employs to protect its own confidential or proprietary information.

24.4 The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law, and to be indemnified by the Receiving Party from any loss or harm, including without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorised use or release of any such Confidential Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorised release or other breach.

24.5 Any press releases or publicity relating to this Agreement or the Parties shall be approved by each of the Parties and no publicity shall be released without such prior written approval.