1. Disclosure
1.1
We the Game & Wildlife Conservation Trust (GWCT) understand that you (Recipient) are interested to receive information relating to support the activities of the GWCT (Purpose).
1.2
In this letter agreement, Confidential Information means all confidential or proprietary information (however recorded or preserved) relating to the Purpose that is disclosed or made available whether before or after the date of this agreement (in any form or medium), directly or indirectly, by the GWCT to the Recipient. The Confidential Information may contain Personal Data, which has the meaning given to it under the General Data Protection Regulation (GDPR).
1.3
In consideration of the GWCT agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the GWCT that it shall:
1.1.1
keep the Confidential Information secret and confidential;
1.1.2
not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose; and
1.1.3
only make disclosure of the Confidential Information in accordance with paragraph 1.4 and paragraph 1.5. Any other disclosure can only be made with GWCT’s prior written consent.
1.4
The Recipient may disclose the Confidential Information to any of its officers, employees, advisers, subcontractors and contractors that need to know the relevant Confidential Information for the Purpose only, provided that:
1.4.1
the Recipient procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this letter agreement as if they were the Recipient; and
1.4.2
procures that any such person to whom disclosure is made enters into a confidentiality agreement with the Recipient on terms equivalent to those contained in this letter agreement.
1.5
The Recipient may disclose the Confidential Information to the minimum extent required by:
1.5.1
any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;
1.5.2
the rules of any listing authority or stock exchange on which the Recipient‘s shares are listed; or
1.5.3
the laws or regulations of any country to which the Recipient‘s affairs are subject.
2. Limitations on obligations
2.1
The obligations set out in paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Recipient can show to the GWCT‘s reasonable satisfaction:
2.2
that it is, or becomes, generally available to the public, other than as a direct or indirect result of the information being disclosed by the Recipient in breach of this letter agreement; or
2.3
was already lawfully known to the Recipient before it was disclosed by the GWCT; or
2.4
has been received by the Recipient from a third-party source that is not connected with the GWCT and that such source was not under any obligation of confidence in respect of that information.
3. Data protection
3.1
To the extent that any of the Confidential Information provided by the GWCT to the Recipient includes Personal Data, both parties agree that they will comply with all applicable requirements of data protection legislation including GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003 and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). Personal Data, Data Subject, Controller and Processor have the meanings set out in the GDPR. This paragraph 3 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
3.2
The parties acknowledge that for the purposes of the data protection legislation, the GWCT is the Controller and the Recipient is the Processor. Paragraph 3.8 sets out the scope, nature and purpose of processing by the GWCT, the duration of the processing and the types of Personal Data and categories of Data Subject.
3.3
Without prejudice to the generality of paragraph 3.1, the GWCT will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Recipient for the duration and purposes of this agreement.
3.4
The Recipient shall, in relation to any Personal Data processed in connection with the performance by the Recipient of its obligations under this agreement:
3.4.1
process that Personal Data only on the documented written instructions of the GWCT unless required by Applicable Laws to act without such instructions;
3.4.2
ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
3.4.3
take appropriate measures to ensure the security of processing;
3.4.4
assist the GWCT in providing subject access and allowing data subjects to exercise their rights under the GDPR;
3.4.5
assist the GWCT in meeting its obligations under GDPR in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
3.4.6
maintain complete and accurate records to demonstrate compliance with this paragraph 3 and submit to audits and inspections by the GWCT, or the GWCT's designated auditor and provide the GWCT with whatever information is required to ensure that both parties are meeting their obligations under GDPR.
3.4.7
notify the GWCT immediately if it believes that an instruction infringes data protection law.
3.4.8
Notify the GWCT without undue delay on becoming aware of a Personal Data breach.
3.5
Nothing in this letter contract relieves the Recipient of its own direct responsibilities and liabilities under GDPR.
3.6
The GWCT does not consent to the Recipient appointing any third-party processor of Personal Data under this agreement.
3.7
Processing by the Recipient, Processing and Data Subjects
3.7.1
Subject matter – the Personal Data which the Recipient requires access to in order to support the GWCT.
3.7.2
Nature and purpose of processing – the provision of receiving and processing any personal data is support of GWCT activity.
3.7.3
Duration of processing – Processing shall continue until directed to stop by the GWCT of the agreement terminated.
3.7.4
Types of personal data – This will normally be names, addresses, email addresses. It may extend to financial information and telephone numbers.
3.7.5
Categories of data subject – GWCT members, supporters, clients and event attendees.
4. Return of the confidential information
4.1
If requested by the GWCT at any time, the Recipient shall immediately destroy or return to the GWCT all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall erase all such Confidential Information from its computer and communications systems and devices used by it.
4.2
The GWCT may request the Recipient to certify in writing that it has complied with any of the obligations in paragraph 4.1.
5. Term and termination
5.1
If the GWCT decides not to continue to be involved in the Purpose with the Recipient, it shall notify the Recipient immediately.
5.2
Notwithstanding the termination of discussions between the parties in relation to the Purpose pursuant to paragraph 5.1, the obligations of the Recipient shall continue for a period of two years from the termination of this letter agreement.
5.3
The termination of this letter agreement shall not affect any accrued rights or remedies to which either party is entitled.
6. Acknowledgment and inadequacy of damages
6.1
The Recipient acknowledges and agrees that:
6.1.1
the Confidential Information may not be accurate or complete and the GWCT makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and
6.1.2
damages alone would not be an adequate remedy for any breach of the terms of this letter agreement by the Recipient. Accordingly, the GWCT shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this letter agreement.
7. Governing law and jurisdiction
7.1
This letter agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
7.2
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter agreement or its subject matter or formation.
7.3
Signed by Edward Macfarlane for and on behalf of the Game and Wildlife Conservation Trust. All other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). Personal Data, Data Subject, Controller and Processor have the meanings set out in the GDPR.
7.4
Signed by the receiving party to agree to the terms of this agreement: