Non-Disclosure Agreement

IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE DOWNLOADING THE DOCUMENTATION: This non-disclosure agreement (NDA) is a legal agreement between you (“Recipient”) and Imagination Technologies Limited and/or its affiliated group companies (“Imagination”) for certain confidential electronic material provided by Imagination (“Material”).

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THIS NDA WHICH WILL BIND YOU AND YOUR EMPLOYEES.  IF YOU DO NOT AGREE TO THE TERMS OF THIS NDA, YOU MAY NOT DOWNLOAD OR OTHERWISE USE OR ACCESS THE MATERIAL.

  1. Confidential Information
    1. Under this Agreement, Imagination may disclose to the Recipient, certain proprietary or confidential information described hereinafter as “Confidential Information” and defined more fully below.
    2. For the purposes of this Agreement, “Confidential Information” means any and all information which is downloaded herewith, which either is marked as “Confidential” (or with a similar legend) or which a reasonable person would regard as confidential.
  2. Confidentiality MeasuresTo secure the confidentiality of the Confidential Information, the Recipient shall:
    1. not disclose the Confidential Information to any third party;
    2. treat the Confidential Information with at least the same degree of care as the Recipient treats its own similar materials of like importance, which in no case shall be less than a reasonable standard of care having regard to the nature of the Confidential Information;
    3. on the request of Imagination made at any time, return to Imagination or, at the option of Imagination, destroy all documents and other materials in the possession, custody or control of the Recipient that bear or incorporate any part of the Confidential Information and in such case will certify in writing the destruction of same;
    4. not use the Confidential Information disclosed by Imagination for any intention other than to develop and support Imagination technology (the “Purpose”);
    5. not use or disclose the Confidential Information in any manner in connection with any proceedings, assertions or allegations made against Imagination or any of its customers or licensees;
    6. allow access to the Confidential Information only to those employees, directors, auditors or legal advisers (“Authorised Persons”) of the Recipient who need to know such Confidential Information for the Purpose and who shall have been informed of the confidential nature of the Confidential Information and who are under a written agreement or professional obligation of confidentiality with the Recipient, provided Recipient is responsible for any breach of the terms of this Agreement by such Authorised Persons;
    7. notify Imagination immediately upon discovery of any unauthorised use or disclosure of Confidential Information or any other breach of this Agreement by the Recipient or its Authorised Persons, and cooperate with Imagination in every reasonable way to help Imagination regain possession of the Confidential Information and prevent its further unauthorised use or disclosure; and
    8. not modify, reverse engineer, decompile, create other works from, or disassemble any software, firmware or hardware contained in, the Confidential Information of Imagination without the prior written consent of Imagination.
  3. Exceptions
    1. Imagination agrees that the Recipient shall have no obligation with respect to any Confidential Information which: (a) the Recipient can prove by documentary evidence was already in its possession and at its free disposal before the disclosure hereunder; (b) is subsequently disclosed to the Recipient without any obligations of confidence by a third party who has not received it directly or indirectly from Imagination; (c) is or becomes generally available to the public through no act or fault on the part of the Recipient or its agents or employees; (d) the Recipient can prove by documentary evidence is independently developed by the Recipient without reference to the Confidential Information; (e) is approved for release by prior written consent of Imagination; or (f) is disclosed pursuant to the requirement of law.
  4. Ownership
    1. All Material is and shall remain the property of Imagination or its licensors. Nothing contained in this Agreement shall be construed as granting or conferring any right, title, or license in respect of the Material, except the limited right to use the Material expressly in accordance with the terms of this Agreement.
  5. Non-Disclosure Period
    1. Subject to Clause 3 above, Recipient’s duties with respect to any Confidential Information disclosed to the Recipient shall survive indefinitely.
  6. General
    1. All Material is supplied “as is” and Imagination shall not be under any duty at any time to disclose or correct any errors and accepts no responsibility or liability for any action taken or losses or expenses incurred by the Recipient as a result.  ALL REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED.
    2. Neither party has any obligation under or by virtue of this Agreement to purchase from or furnish to the other party any products or services, or to enter into any other agreement, including but not limited to, a development, purchasing or technological licensing agreement.
    3. Recipient acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, Imagination is entitled to seek (in any court of competent jurisdiction) equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.
    4. The parties to this Agreement are independent contractors.  Neither party will have the authority to act for or bind the other in any way, or to represent that either is responsible for the acts of the other.  Nothing herein will be construed as forming a partnership, joint venture or agency between the parties.
    5. This Agreement constitutes the complete and exclusive statement of agreement and understanding between the parties, which supersedes and excludes all prior or contemporaneous proposals, understandings, agreements, or representations, whether oral or written, with respect to the subject matter in it. Each party acknowledges and agrees that no representations were made prior to the entering into of this Agreement and that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out or referred to in this Agreement. For the avoidance of doubt, nothing in this Agreement shall exclude or limit either party’s liability for fraudulent misrepresentations or for any fundamental misrepresentation or for any misrepresentation which is unlawful to exclude or limit.
    6. Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy.
    7. The parties agree to comply with all laws, rules and regulations (including export controls) applicable to the disclosure of Confidential Information. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    8. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.
    9. This Agreement (and all non-contractual obligations between the parties) shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts.