Sonjeo engages on a confidential basis from first contact. This Non-Disclosure Policy sets out the confidentiality obligations that bind every party that receives information from Sonjeo and is intended to protect Sonjeo and its network.
01 Purpose
This Policy establishes the terms on which confidential information is exchanged in connection with the evaluation or execution of any mandate. It applies in addition to any executed non-disclosure agreement and, in the event of conflict, the more protective terms in favor of Sonjeo prevail.
02 Definition of Confidential Information
“Confidential Information” means all non-public information disclosed by or on behalf of Sonjeo, in any form, including mandates, counterparties, pricing, structures, methodologies, the identity and composition of our network, and the existence and content of any discussions. All such information is presumed confidential whether or not marked.
03 Obligations of the Recipient
You shall: (a) hold Confidential Information in strict confidence; (b) use it solely to evaluate or perform the relevant mandate; (c) not disclose it to any third party without Sonjeo’s prior written consent; (d) protect it with no less than reasonable care; and (e) limit access to those of your representatives with a need to know who are bound by equivalent obligations, for whom you remain responsible.
04 Exclusions
Obligations do not apply to information that is or becomes public through no fault of yours, was lawfully known to you without duty of confidence before disclosure, or is independently developed by you without use of Confidential Information, in each case as you can prove by written record.
05 Compelled Disclosure
If you are legally compelled to disclose Confidential Information, you shall give Sonjeo prompt written notice and cooperate in seeking protective treatment, and shall disclose only the minimum legally required.
06 No License or Warranty
No right or license is granted by disclosure. Confidential Information is provided “as is”, and Sonjeo makes no warranty as to its accuracy or completeness and accepts no liability for your reliance on it.
07 Non-Circumvention
You shall not use Confidential Information to circumvent Sonjeo or to deal, directly or indirectly, with any counterparty, source, or member of our network introduced or identified by Sonjeo, for five (5) years from disclosure.
08 Term & Survival
These obligations commence on first disclosure and survive indefinitely with respect to trade secrets, and for not less than five (5) years with respect to all other Confidential Information, regardless of whether any mandate proceeds.
09 Remedies
You acknowledge that breach would cause irreparable harm for which damages are inadequate, and that Sonjeo is entitled to injunctive and equitable relief without the requirement to post bond, in addition to damages and recovery of legal fees.
10 Return & Destruction
On request, you shall promptly return or irretrievably destroy all Confidential Information and certify such destruction; confidentiality obligations survive return or destruction.
11 Governing Law
This Policy is governed by the laws of England & Wales and subject to confidential arbitration in London as set out in our Terms.