MUTUAL NON-DISCLOSURE
AGREEMENT
THIS AGREEMENT is made on (date)………….
Between
G.A.W. Associates Ltd. having its registered office at Seaman's Farm, Littlebury Green Saffron Walden, Essex (UK) CB11 4XB
and
(Other Company) having its registered office
at (location)
WHEREAS:
|
(A)
For the
purpose of mutual co-operation of the parties in relation to projects to be
specified from time to time (“the
Projects”) each of the parties hereto may from time to time disclose certain confidential
and proprietary technical and business information to the other. (B)
Each of
the parties hereto wishes to regulate how such information shall be treated
whilst in the possession or control of the other party. |
1.
All
information, as defined below, provided by one party (the
"Originator") to the other will be treated as confidential and be
protected under this Agreement. "Information" shall include all
information in written, oral or other tangible or intangible forms which may include,
but is not limited to, discoveries, ideas, concepts, know-how, techniques,
designs, specifications, drawings, blueprints, tracings, diagrams, models,
samples, flow charts, data computer programs, disks, diskettes, tapes marketing
plans, customer names, and other technical, financial or business information.
2.
During the
term of this Agreement and for a period of three (3) years following the
termination or expiration of this Agreement, each party shall:
a)
restrict disclosure
of the information solely to those of its employees (and agents or contractors
who have an agreement with the receiving party that would restrict disclosure
of information in the same manner as this Agreement) with a need to know and
not disclose it to other persons;
b)
advise its
employees, agents and contractors of the obligation of confidentiality
hereunder;
c)
require its
employees, agents and contractors to use the same degree of care as is used
with that party's own proprietary information;
d)
not
disclose the existence of this Agreement and the nature of the discussions
between the parties without the prior written consent of the other party; and
e)
advise the
other party of any misappropriation or misuse of such party's information.
3.
Notwithstanding
anything to the contrary herein, neither party shall have any obligation to
preserve the confidentiality of any information that:
a)
was
previously known by it free of any obligation to keep it confidential as
evidenced by written documentation;
b)
is
distributed to third parties by the Originator without restriction;
c)
is or
becomes publicly available by other than unauthorized disclosure by or wrongful
act of the party receiving the information;
d)
is wholly
and independently developed by the party receiving the information; or
e)
becomes
know to party from a source other than the Originator without breach of this
Agreement and otherwise not in violation of the Originator’s rights
f)
is required
by any judicial or governmental request, requirement or order, provided that party
will take reasonable steps to give the Originator sufficient prior notice in
order to contest such request, requirement or order by notifying the Originator
of such request.
4.
All
information shall be deemed the property of the Originator, and the other party
will return all information received in tangible form to the Originator or
destroy all such information at the termination or expiration of this Agreement
or if requested to do so. Except for
use in connection with the Projects, neither party shall use any information
belonging to the other for any purpose without the express written consent of
the Originator.
5.
Nothing
contained in this Agreement shall be construed as granting or conferring any
rights by license or otherwise in any information disclosed by the Originator.
6.
This
Agreement shall be governed and construed in accordance with English Law,
irrespective of its choice of laws provisions, and shall benefit and be binding
upon the parties hereto and their respective successors and assigns.
7.
Since
either party may choose not to do business with the other in the future, each
acknowledges that the other is not responsible or liable for any business
decisions made by either in reliance upon disclosures made during any meetings
between the parties or in reliance on any results of the discussions.
8.
This
Agreement shall continue for 3 years.
9.
The parties
acknowledge that the breach or threatened breach of this Agreement may result in
irreparable injury to the Originator and that, in addition to its other
remedies, the Originator shall be entitled to seek injunctive relief to
restrain any continued breach of this Agreement. The parties hereby waive any
requirement for the posting of a bond or other security in connection with the
granting to the Originator of such injunctive relief.
10.
This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof. All prior
agreements, representations, statements, negotiations, understandings and
undertakings are superseded hereby.
11.
This
Agreement may be executed in several counterparts, all of which taken together
shall constitute one single Agreement between the parties. The parties may sign and deliver this
Agreement by facsimile transmission. Both parties agree that the delivery of
the Agreement by facsimile shall have the same force and effect as delivery of
original signatures and that each party may use such facsimile signatures as
evidence of the execution and delivery of this Agreement by both parties to the
same extent that an original signature could be used.
12.
Each party
represents to the other that this Agreement has been duly executed by it or its
duly authorized officers or agents and constitutes a valid, binding and
enforceable obligation of such party.
Signed
By: By:
Name: Name:
Position: Position:
Company: Company:
Date: Date: