This Agreement is made between:

CP Agency Ltd

Bartle House, Oxford Court

Manchester, M2 3WQ

United Kingdom

("CP")

and

[Client / Agency Legal Name]

[Registered address]

("the Other Party")

Together, the "Parties".

1. Purpose

The Parties wish to exchange confidential information for the purpose of discussing, evaluating, or delivering services, projects, or business opportunities (the "Purpose").

2. Confidential Information

2.1 Definition

"Confidential Information" means any information disclosed by either Party to the other, whether orally, visually, or in writing, that is confidential by nature or marked as confidential, including but not limited to:

• Business plans, ideas, strategies, or concepts
• Technical information, code, designs, systems, or processes
• Client, customer, or supplier information
• Commercial terms, pricing, or internal practices

2.2 Exclusions

Confidential Information does not include information that:

• is or becomes publicly available other than through a breach of this Agreement;
• was lawfully known to the receiving Party before disclosure;
• is independently developed without use of the Confidential Information; or
• is required to be disclosed by law or a competent authority.

2.3 Skills, Knowledge and Know-How

Nothing in this Agreement shall restrict either Party from using general skills, experience, knowledge, or know-how gained during discussions or performance of the Purpose, provided that such use does not involve the disclosure or misuse of the other Party's Confidential Information.

For the avoidance of doubt, general skills, experience, and know-how are not considered Confidential Information and cannot be protected under this Agreement.

3. Confidentiality Obligations

Each Party agrees to:

• Keep Confidential Information confidential
• Use it solely for the Purpose
• Not disclose it to any third party except as permitted under this Agreement
• Take reasonable steps to protect it from unauthorised access or disclosure

4. Permitted Internal Disclosure

CP may disclose Confidential Information on a need-to-know basis to:

• Its employees
• Group companies
• Trusted delivery partners or subcontractors

…provided such parties are subject to appropriate confidentiality obligations.

5. Portfolio and Reference Use

5.1 Agency and White-Label Work

Where the Other Party is an agency, reseller, white-label partner, or is reasonably understood to be offering similar services to CP, CP will not publicly publish or attribute the work on its website, marketing materials, or public portfolios, unless expressly agreed otherwise in writing.

In such cases, CP may reference the work privately and without public attribution, including in pitches, proposals, or capability discussions, and may describe the work in general or anonymised terms, including where delivered via or on behalf of another agency.

5.2 Non-Agency Client Work

For clients who are not agencies or acting in a white-label capacity, CP may publicly reference completed work, including naming the client and displaying non-confidential deliverables, in line with its Terms of Service, unless the client expressly requests otherwise in writing.

5.3 Client-Requested Restrictions

Where the Other Party expressly requests that their work not be referenced publicly, CP will comply with such request and, where reasonably practicable, remove existing public references.

Unless expressly prohibited in writing, such restriction does not prevent CP from referencing the work privately, without public attribution, for legitimate business purposes.

6. Intellectual Property

Nothing in this Agreement grants either Party any licence, interest, or rights in respect of the other Party's intellectual property, except as strictly necessary for the Purpose.

7. Return or Destruction of Information

Upon written request, each Party shall take reasonable steps to return or destroy Confidential Information, subject to lawful retention requirements, backups, and record-keeping obligations.

8. Duration

This Agreement applies from the date of signature.

Confidentiality obligations shall continue for three (3) years from the date of disclosure of the relevant Confidential Information.

9. Relationship to Other Agreements

This Agreement does not override or replace:

• CP's Terms of Service
• Any Proposal, Statement of Work, or written agreement between the Parties

In the event of conflict, the Terms of Service shall prevail unless expressly stated otherwise.

10. Governing Law and Jurisdiction

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

Signatures

For CP Agency Ltd

Name: _______________________

Title: _______________________

Date: _______________________

Signature: _______________________

For [Client / Agency Legal Name]

Name: _______________________

Title: _______________________

Date: _______________________

Signature: _______________________

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