NDA – Non Disclosure Agreement

Due to many projects that we have on the go, please find below, our Non Disclosure Agreement ( NDA ), which ask you to read and confirm you are accepting them by completing the the Contact Form at the bottom of this page, with your details and confirming your acceptance the NDA below:-

 

CONFIDENTIALITY & NON-CIRCUMVENTTION & NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on (the date filled in on the contact form at the bottom of this page )

by and between

Service Address ( 1 )

and

Your Name 

Your Company

Your Address

Your Registered Address

Your Company Number ( 2 )

( As per the details you enter on the Contact form below )

with (1) and (2) being “The Parties”

WHEREAS:

(A) The parties may have exchanged, and wish to further exchange, information of a confidential nature in order that each of them may evaluate such information for the purpose of determining their respective interest in establishing a business relationship between them.

(B) The parties wish to define their rights and obligations with respect to such information.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

In this Agreement the following definitions shall have the following meanings: –

(A) “Purpose” shall mean any discussions and negotiations between the parties concerning, or in connection with, the establishment of a business relationship between the parties.

(B) “Confidential Information” shall mean all information or data relating to the other parties business disclosed (whether in writing, orally, or by any other means) to one party by the other party, or by a third party on behalf of the other party, and shall include but not be limited to any information and data concerning the other parties operations, processes, plans, intentions, product information, inventions, know-how, design rights, trade secrets, software, market opportunities, customers and business affairs, but shall exclude any part of such disclosed information or data which:

(i) is in or comes into the public domain in any way without breach of this Agreement by the receiving party; or

(ii) the receiving party can show:

(A) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under any obligation of confidence;

or

(B) to have been developed by or for the receiving party at any time independently of the information disclosed to it by the disclosing party; or

(iii) the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party, or such source, of any obligation of confidentiality or non-use towards the disclosing party; or

(iv) is subsequently furnished by the disclosing party to a third party without restriction on disclosure or use.

2. HANDLING OF CONFIDENTIAL INFORMATION

In consideration of the mutual exchange and disclosure of Confidential Information, each party undertakes in relation to the other party’s Confidential Information:

(a) to maintain the same in confidence and to use it only for the purpose and for no other purpose and in particular, but without prejudice to the generality of the foregoing, not to make any commercial use thereof or use the same for the benefit of itself or any third party other than pursuant to a further agreement with the other party;

(b) not to copy reproduce or reduce to writing any part thereof except as may be reasonably necessary for the Purpose and that any copies reproductions or reductions to writing so made shall be the property of the disclosing party; and

(c) not to disclose the same whether to its employees or to third parties except In confidence to such of its employees, directors and professional advisers who need to know the same for the Purpose and that (i) such employees, directors and advisers are obliged by their contracts with the receiving party not to disclose the same, and (ii) the receiving party shall enforce such obligations at its expense and at the request of the disclosing party in so far as breach of such obligations relates to the disclosing party’s Confidential Information;

(d) to be responsible for the performance of sub-clauses (a), (b) and (c) above on the part of its employees, directors or advisers to whom the Confidential Information is disclosed pursuant to sub-clause (c) above; and

(e) to apply the other party’s Confidential Information no lesser security measures and degree of care than those which the receiving party applies to its own confidential or propriety information.

Notwithstanding the foregoing, the receiving party shall be entitled to make any disclosure required by law of the other party’s Confidential Information provided that it gives the other party not less than 10 business days notice of such disclosure.

3. RETURN OF CONFIDENTIAL INFORMATION

Each Party shall:

(a) within one month of completion of the Purpose or receipt of a written request from the other party, return to the other party all documents and materials (and all copies thereof) containing the other party’s Confidential Information and certify in writing to the other party that it has complied with the requirements of this sub-clause; and

(b) notwithstanding completion of the purpose or return of documents and materials aforesaid, continue to be bound by the undertakings set out in clause 2.

4. DISCLAIMER AND WARRANTY

(a) Each party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited in this Agreement are granted or to be implied by this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensed by either party. Nothing in this Agreement or its operation shall constitute an obligation on either party to enter into the proposed business relationship or shall preclude or in any way impair or restrict either party from continuing to engage in its business otherwise than in breach of the terms of this Agreement.

(b) Each party warrants its right to disclose its Confidential Information to the other party and to authorise the other party to use the same for the Purpose.

5. CONFIDENTIALITY

Each party agrees to keep the existence and nature of this Agreement(and of discussions regarding the technology) confidential and not to use the same or the name of the other party (or of any other company in the group of companies of which the other party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the other party.

6. NON CIRCUMVENTION & NON DISCLOSURE

(a) The undersigned parties hereby irrevocably agree not to attempt to circumvent, avoid, or bypass each other, directly or indirectly, or to avoid payment of fees or commissions or otherwise benefit, either financially or otherwise. In any corporation, trust, partnership or other entity, or individual, revealed by either party to the other in connection with any business or potential for business introduced by one to the other.

(b) Nor shall either party disclose to, or otherwise reveal, to any third party, any confidential information provided by the other, in particular that concerning lenders, sellers, borrowers, buyers, or their names and addresses, telex and telephone numbers or any means of access thereto, including bank information, code or reference and/or privileged information about an purchase or movement without formal written consent of the other.

(c) The terms of this agreement shall exist on all discussions, transaction contracts or purchases or business developments between the parties. Commission fees for each transaction or contract will be negotiated and agreed by the parties.

(d) Any controversy or claim arising out of, or the breach thereof, of this agreement which is not settled between the signatories themselves shall be settled by arbitration in accordance with the rules of the Arbitration Association in the United Kingdom or of any legal entity having jurisdiction in the matter.

(e) All International ICC non disclosure and non circumvention rules and provisions are in affect and will apply to all parties to this agreement and will be binding on all parties including employees, associates, assignees and third parties for a period of 5 years from the execution of this agreement.

7. NOTICES

All notices under this Agreement shall be in writing and shall be sent by email, telex, facsimile or first-class registered or recorded post to the party being served marked for the attention of that party’s signatory of this Agreement. The date of posting or electronic confirmation shall be deemed to be the first day of notice.

8. DAMAGES

The parties acknowledge and agrees that a breach of any of the provisions of this Agreement by them may result in irreparable and continuing damage to the other party for which damages are not an adequate remedy, and that in the event of such breach the injured party shall be entitled as of right to apply for injunctive relief and/or a decree for specific performance and/or such other and further relief as may be appropriate.

9. TERMINATION

This Agreement shall continue in force from the date written above until terminated by mutual consent or by either party by giving to the other not less than one month’s prior notice. The provisions of Clauses 1, 2 and 3 shall survive any such termination.

10. NON-ASSIGNMENT

This agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.

11. ENTIRE AGREEMENT, GOVERNING LAW AND JURISTICTION

The Agreement constitutes the entire Agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements, understandings and undertakings in such respect. The parties agree they will have no remedy in respect of ant untrue statement made to each other in entering into this agreement other than for breach of contract. This Agreement cannot be changed except by written agreement between the parties.

The interpretation construction and effect of this Agreement shall be governed and construed in all respects in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English courts.

AS WITNESS:-

This Agreement has been authorised for release by Service Address on this private page. The link to this page was sent to you via email as the next stage in agreement that Service Address and you as an individual or as a company confirm acceptance to agreeing to the terms laid out in the NDA.

This NDA being published on this private page you have been invited too, is you accepting this as offical document from Service Address and that you you, acting for yourself as an individual or as an authorised representative of your company, that by completing the form the below, you have accepted this NDA.

Once this form has been completed, sent through and accepted by Service Address, the email form you have completed below, will forwarded to your submitted email and thus completing the electronic process of agreeing and thus signing of this NDA.

 

 

 After you have read the above, please confirm and complete the form below to enable us to continue discussing working together:-