DEFINITIONS AND INTERPRETATION:

  1. Confidential Information: any information relating to the business of the Disclosing Party which is not publicly available including, but not limited to, any information:
    1. specifically designated by the Disclosing Party as confidential;
    2. supplied to the Disclosing Party by any third party in relation to which a duty of confidentiality is owed or arises;
    3. which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the Disclosing Party.

but not including any information that:

  1. is or becomes generally available to the public other than as a result of its disclosure by the Disclosing Party (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
  2. was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party.
  1. Disclosing Party: The Party which discloses or makes available directly or indirectly Confidential Information.
  2. Recipient: The Party and its associates, which receives or obtains directly or indirectly Confidential Information.
  3. Active Date: The date on which the Inquiry is sent to Vx Pharma by the Client Lead which represents the date on which these terms and conditions become binding.

BACKGROUND:

  1. “Vx Pharma” is legal person representing the following companies:
    1. Vx Pharma (U.K.) Ltd incorporated and registered in England and Wales with company number 13168453 whose registered office is at 23 Upland Park Road, Oxford, England OX2 7RU
    2. Vx Pharma (Pty) Ltd incorporated and registered in the Republic of South Africa with company number 2009/013787/07whose registered office is at Unit C, 4 Ebury Avenue, Bryanston, JHB, 2191
  2. The “Client Lead” is any legal entity submitting an inquiry (the “Inquiry”) via Vx Pharma’s website contact form or email: marketing@vxpharma.com
  3. Together the Client Lead and Vx Pharma represent the “Parties” and individually a “Party”
  4. The Parties may exchange Confidential Information during a process of communication and engagement 

OBLIGATIONS OF CONFIDENTIALITY:

  1. The Recipient shall keep the Disclosing Party’s Information confidential and, except with the prior written consent of the Disclosing Party, shall:
    1. not use or exploit the Confidential Information;
    2. not disclose or make available the Confidential Information in whole or in part to any third party;
    3. keep the Disclosing Party’s Confidential Information in a secure manner and shall ensure that no unauthorised party may gain access to the Confidential Information.

LEAD ORIGINATION:

  1. Vx Pharma has in place specific origination agreements (the “Agreements”) with select execution partners (the “Execution Partners”);
  2. The Client Lead accepts that Vx Pharma shall be entitled to enforce the Agreements due to work conducted by the Execution Partners for the Client Lead as a result of the Inquiry;
  3. Vx Pharma warrants that any settlement due in line with the Agreements shall be entirely the liability of the Execution Partners.