Non Disclosure Agreement

DEED OF NON-DISCLOSURE

THIS DEED OF NON-DISCLOSURE is made on the ________ BETWEEN:

________ whose registered office is at:

________

("the First Party")

AND

________ whose registered office is at:

________

("the Second Party")

This deed is to confirm the terms and conditions pursuant to which ________ is prepared to disclose confidential information to ________. In order to induce ________ to disclose such details, ________ warrants, undertakes and agrees with ________ all terms and conditions as set out in this deed.

The parties have agreed and do hereby agree as follows:

1. Definitions

A. 'Deed' means these presents and all terms and conditions contained herein relating to the disclosure of Confidential Information by the First Party to the Second Party.

B. 'The Purpose' refers to the purpose for which information is being disclosed pursuant to this Deed which is:

________

C. 'Confidential Information' means all information relating to ________ which might fairly be considered to be of a confidential nature and includes, but is not limited to:

I. information of whatever nature, without limitation, which is obtained in any form by ________ from ________ or its advisers, or by observations during visits, or by demonstrations;

II. information of whatever nature relating to the business activities, practices and finances of ________;

III. any evaluation material, design work, strategic plans and ideas, innovations, creative plans, concepts and ideas and any other plans or ideas developed by ________ or on its behalf whether relating specifically to the Purpose or otherwise;

IV. any information derived from the information falling within the scope of any of the activities set out above;

V. any copy of any of the foregoing; and

VI. the fact that discussions are taking place between the parties to this Deed,

but does not include information which is:

VII. publicly available, other than as a result of this Deed; or

VIII. lawfully available from a third party free from any confidentiality restriction; or

IX. provided by the First Party and marked 'Non Confidential'; or

X. required by law or regulation to be disclosed, but to the absolute minimum necessary and provided that ________ is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.

If there is any doubt as to whether any particular information constitutes Confidential Information written confirmation is to be obtained from ________.

D. 'Personal Information' means information that relates to an identified or identifiable individual, and for the purpose of this Deed shall include:

________

2. Duration

A. The terms and conditions herein contained shall be binding upon the Parties to this Deed indefinitely.

3. Confidentiality and non-use

A. ________ undertakes to ________:

I. to keep the Confidential Information secret at all times;

II. not to disclose it or allow it to be disclosed in whole or in part to any third party without ________'s prior written consent;

III. not to use it in whole or in part for any purpose except for the Purpose;

IV. to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information; and

V. without prejudicing or limiting any other clause contained herein, not to:

a. use the Confidential Information directly or indirectly to procure a commercial advantage over ________ or otherwise use any designs, ideas or concepts without the express written consent of ________

4. Disclosure to employees

A. ________ undertakes to permit access to the Confidential Information only to those of their advisers, agents, directors and employees who reasonably need access to the Confidential Information for the Purpose, and on the conditions that such advisers, agents, directors and employees have:

I. entered into legally binding confidentiality obligations on terms equivalent to those set out in this Deed and extending to the Confidential Information;

II. been informed of ________'S interest in the Confidential Information and the terms of this Deed; and

III. been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Deed.

B. ________ shall be responsible for ensuring that their advisers, agents, directors and employees comply with the provisions of this Deed.

5. Disclosure to other persons

A. ________ undertakes that they will not without the prior consent of ________ discuss the Confidential Information with the management of ________, or the other employees or shareholders of ________ or any other persons.

6. Data Protection

A. Where the disclosure of any and all Confidential Information by ________ to ________ involves any personal data or information being processed, shared or stored by that party such personal data shall be processed, shared or stored in a way which is compliant with applicable data protection laws and any amendments thereof which may from time to time be introduced and any other act of parliament, law, statute, subordinate legislation, regulation, order, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements of any regulatory body which relates to the protection of individuals with regard to the processing of personal data.

7. Return of information and property

A. ________ acknowledges and agrees that the property and copyright in the Confidential Information disclosed to it by ________, including any documents, files and other items containing any of the Confidential Information, belongs to ________. At ________'s written request, ________ will return immediately to ________ all the Confidential Information which they have received under this Deed and which may still be in their possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.

8. No implied rights

A. This Deed shall not be construed:

I. to grant any licence or rights other than as expressly set out herein in respect of the Confidential Information; nor

II. to require any disclosure any of the Confidential Information.

B. No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness, capabilities or safety of any materials or information provided under this Deed.

9. Severability

A. Where any accepted and recognised body of authority finds any clause, provision, undertaking, condition, obligation, term or any other stipulation within this Deed to be unlawful or unenforceable to any such extent, such clause, provision, undertaking, condition, obligation, term or any other stipulation within this Deed shall be severed from the remainder of the Deed and all other remaining clauses, provisions, undertakings, conditions, obligations, terms and all and any other stipulations shall remain in effect and valid to their fullest extent as permitted by the law.

10. Governing Law

A. This Deed shall be governed by and interpreted in accordance with the jurisdiction of England and Wales.

11. 525222822 225 852585

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By signing this Deed, the parties hereby accept and agree to be bound by the terms that are set out in this Deed.

EXECUTED AS DEED

SIGNED AS A DEED by

Signed for an on behalf of ________ by ________.

Signature:

In the presence of:

Signature:

Name of Witness (BLOCK CAPITALS):

Address of Witness:

Date:


SIGNED AS A DEED by

Signed for an on behalf of ________ by ________.

Signature:

In the presence of:

Name of Witness (BLOCK CAPITALS):

Address of Witness:

Date: