Non Disclosure Agreement

Introduction

This page has the details of our standard Non Disclosure Agreement. You can download the word version at the bottom of the page.

1. General

1. For the purposes of this agreement

 1.1 “Information” shall mean any information (including, without limitation, technical, commercial, administrative and/or proprietary information and intellectual property) whether visual, oral, optronic or electronic, or in the form of written material, drawings, models, samples, magnetic tape or a similar medium computer software or output, or any machine-readable form, and

 1.2 “disclose” shall include providing any means, directly or indirectly, whereby each party is able to avail itself of (“receive”) Information about or belonging to the other party or about its affairs.

 1.3 Any use of the plural includes the singular.

2. Each Party Undertakes That

 2.1 It shall use all reasonable means to preserve the confidentiality of the Information about or belonging to the other Party (“the other Party’s Information”), however obtained, and shall restrict access to the Information to those persons only who need to have the Information for the purposes contemplated by this Agreement, and

 2.2 It shall promptly comply with all reasonable requests which the other Party shall make in writing regarding specific security measures to be taken in respect of its Information.

 2.3 Subject to the exceptions in clause 3 herein, it shall not disclose the other Party’s Information to any third party without the prior written approval of the other Party.

 2.4 It shall not use the other Party’s Information for any purposes other than those contemplated by this Agreement or as agreed, in writing, between the parties.

 2.5 It shall treat the existence of any enquiry, request for quotation, or tender and anything relating to the other Party’s potential or actual participation therein as the other Party’s Information.

 2.6 It will not use or provide itself or any third party with Information which might be of assistance to that party or any other person either in preparing a rival tender for a project or anything connected therewith, or in damaging the other Party’s prospects of any contract award, or in causing them economic loss in any way.

 2.7 On receipt of a written request, it shall return to the other Party all the other Party’s Information capable of physical return (including any copies it has made of the Information), or make such disposal of it as the other Party may require, but always excepting the material which must be retained for the purposes of audit and as the necessary formal records for its business.

3. THE PROVISIONS OF CLAUSE 2 OF THIS AGREEMENT SHALL NOT APPLY TO ANY PART OF THE OTHER PARTY’S INFORMATION WHICH

3.1 the receiving Party can satisfactorily demonstrate

 3.1.1  is in the public domain (or is common knowledge in the other Party’s profession or industry) other than as a result of a breach of any of the provisions of this Agreement by the receiving Party, or

 3.1.2 was in the lawful possession of the receiving Party prior to the date of receipt, or

 3.1.3  was lawfully obtained by the receiving Party from a third party who, so far as the receiving party is aware, is under no obligation of confidentiality to the disclosing Party in respect thereof, or

 3.1.4  was independently developed by the receiving Party or and the receiving Party can demonstrate such independent development, or

 3.2 is required by law or in judicial, administrative or other proceedings to be disclosed, or

 3.3 is authorised in writing by the disclosing Party to be disclosed, or

 3.4 is disclosed as necessary on a “need to know” basis to the receiving Party’s own personnel, professional advisers, bankers and other persons who will be under a comparable duty of restricted access and non-disclosure, and who shall so undertake directly to the disclosing Party, if so required.

4. RIGHT OR LICENCE

4.1 No right or licence is granted to the receiving party in relation to any information from the disclosing party.

5. Anti Solicitation

5.1 During the period of this Agreement neither Party shall, directly or indirectly, solicit, induce, or attempt to solicit or induce any officer, director, employee, agent, contractor or consultant of the other Party to terminate his, her or its employment or other relationship with the other Party for the purpose of associating with any competitor of the other Party or otherwise encourage any such person or entity to leave or sever or reduce the scope of his, her or its employment or other relationship with the other Party for any other reason.

5.2 During the period of this Agreement each Party agrees irrevocably not to directly or indirectly contact, deal with, transact or otherwise approach any corporation, partnership, proprietorships, trust, individuals or other entities in relation to specific projects (as agreed to in writing) introduced by any Party without the specific written permission of the introducing Party.

6. Obligations

6.1. Each Party shall perform its respective obligations under this Agreement without charge to the other Party.

6.2 This Agreement is intended to facilitate only the exchange of Information and is not intended to be, and shall not be construed to create a teaming agreement, joint venture, association, partnership, or other business organisation or agency arrangement and no Party shall have the authority to bind the other without the other Party’s separate prior written agreement.No Party has an obligation to supply information under this Agreement and no Party has an obligation to enter into any contract with the other Party.  No Party has an obligation under this Agreement to offer for sale products using or incorporating the Information.

6.3 This Agreement shall remain in force for 12 months from the date of this Agreement and shall then automatically terminate unless renewed by mutual consent in writing.

7. Termination

7.1 On termination of this Agreement for any reason the receiving Party shall retain no Information disclosed to it under this Agreement and shall upon the request of the disclosing Party either return to the disclosing Party or destroy all such Information which is in a tangible form and is in the possession of the receiving Party pursuant to this Agreement, together with all copies.

8. Notices hereunder

8.1 The Parties shall each designate the individual (together with a single address) in their organisation who shall usually receive disclosures under this Agreement.

For {cname} that address and person shall be:

Address:    {caddress}

For the attention of: {ccontact}

Telephone No:       {cphone}

Email:                     {cemail}

For Hedgehog Security Ltd that address and person shall be:

Address:        Suite 256, 1.02, World Trade Center, Gibraltar, GX11 1AA

For the attention of: Peter Bassill

Telephone No:          +44 (0) 3333 444 256

Email:                     Peter.bassill [at] Hedgehog Security [dot] com

8.2 Notices under this Agreement shall be in writing in the English language and shall be deemed validly given if delivered by hand, facsimile, electronic mail or post (recorded delivery with proof of posting or in the case of a notice to be sent overseas, by registered airmail).

In the absence of evidence of earlier receipt, any notice or other communication shall be deemed to have been duly served:

(a) if delivered personally, when left at the address referred to in clause 10.1;

(b) if sent by post 72 (seventy two) hours after date of posting;

(c) if sent by air mail 5 (five) working days after it was posted;

(d)if served by facsimile transmission or electronic mail 2 hours after transmission.

If the deemed time of service is not during normal business hours in the country of receipt, the notice shall be deemed served at or, in the case of facsimile transmissions or electronic mail, 2 hours after, the opening of business on the next working day of that country.

9. Other Clauses

 

9.1 No exercise or failure to exercise, or delay in exercising any right, power or remedy vested in either Party under or pursuant to this Agreement shall constitute a waiver by that Party of that or any other right, power or remedy.

9.2 This Agreement contains the complete and entire understanding between the Parties on the subject matter of this Agreement and supersedes all discussions, proposals, understandings or agreements, oral or written, relating to such subject matter provided that nothing in this Clause shall exclude any liability for fraudulent misrepresentation.

9.3 No Party shall assign or transfer its rights and/or obligations pursuant to this Agreement (other than for the purposes of internal corporate reconstruction, reorganisation, merger or analogous proceeding) without the prior written consent of the other Party.

9.4 A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

9.5 This Agreement shall be governed by and construed in accordance with the Laws of England, and the Parties agree to submit to the exclusive jurisdiction of the English courts.

Scroll to Top