Non Disclosure Agreement Between
Founder and CEO
And Witnessed By
Business Development Consultant
NDA AGREEMENT POLICY
To The receiver mentioned by first and last name
and recorded email address
21st June 2016
Each of us is prepared to disclose to the other information which we regard as confidential, which the Receiving Party may use for the purpose of considering whether to enter into an agreement with the Disclosing Party relating to must state the purpose of the disclosure to clarify in respect of what project the disclosure is being made and the information reviewed “Providing SMS and Email routing in cluster and group methods based on key words and group/cluster contacts” (the ‘Purpose’), subject to the following terms and conditions:
‘Disclosing Party’ shall mean the party to this Agreement that discloses Information, directly or indirectly to the Receiving Party under or in anticipation of this Agreement.
‘Receiving Party’ shall mean the party to this Agreement that receives Information, directly or indirectly from the Disclosing Party.
‘Information’ shall include information provided directly or indirectly by the Disclosing Party to the Receiving Party in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement.
‘Confidential Information’ shall mean:
(a) in respect of Information provided in documentary or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence; and
(b) in respect of Information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence and which is reduced to writing, marked ‘Confidential’ and sent to the Receiving Party within 30 days of the original disclosure; and
(c) any copy of any of the foregoing; and
(d) the fact that discussions are taking place between us.
Confidentiality and Non-Use
The Receiving Party undertakes to the Disclosing Party (a) to keep the Confidential Information secret at all times; (b) not to disclose it or allow it to be disclosed in whole or in part to any third party without the Disclosing Party’s prior written consent; and (c) not to use it in whole or in part for any purpose except for the Purpose. The Receiving Party undertakes to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information.
The above obligations of confidentiality shall not apply to any Information which the Receiving Party can show by written records:
(a) was known to the Receiving Party before the Information was imparted by the Disclosing Party, or
(b) is in or subsequently comes into the public domain (through no fault on the Receiving Party’s part); or
(c) is received by the Receiving Party without restriction on disclosure or use from a third party lawfully entitled to make the disclosure to the Receiving Party without such restrictions; or
(d) is developed by any of the Receiving Party’s employees who have not had any direct or indirect access to, or use or knowledge of, the Information imparted by the Disclosing Party.
4. Disclosure to employees
The Receiving Party undertakes to permit access to the Confidential Information only to those of the Receiving Party’s directors and employees who reasonably need access to the Confidential Information for the Purpose, and on the conditions that such directors and employees shall have:
(a) entered into legally binding confidentiality obligations to the Receiving Party on terms equivalent to those set out in this Agreement (and such obligations extend to the Confidential Information),
(b) been informed of the Disclosing Party’s interest in the Confidential Information and the terms of this Agreement; and
(c) been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Agreement.
The Receiving Party shall be responsible for ensuring that the Receiving Party’s directors and employees comply with the provisions of this Agreement.
Return of information and property
The Receiving Party acknowledges and agrees that the property and copyright in Confidential Information disclosed to it by the Disclosing Party, including any documents, files and other items containing any Confidential Information, and know-how belongs to the Disclosing Party. At the Disclosing Party’s written request, the Receiving Party will return immediately to the Disclosing Party all Confidential Information which the Receiving Party has received under this Agreement and which may still be in the Receiving Party’s possession, including any copies made, and make no further use or disclosure of any of the Confidential Information. The Receiving Party may, however, keep one copy of the Disclosing Party’s Confidential Information in its legal adviser’s files solely for the purpose of enabling it to comply with the provisions of this Agreement. The obligations on the Receiving Party under this Agreement shall continue in force for a period of 10 years from the date of this Agreement.
No implied rights
This Agreement shall not be construed (a) to grant the Receiving Party any licence or rights other than as expressly set out herein in respect of the Confidential Information, nor (b) to require the Disclosing Party to disclose any Confidential Information to the Receiving Party. 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 Agreement.
Non competition and Non Solicitation
You acknowledge and recognise the highly competitive nature of the business of the Disclosing Party and accordingly agree that you will not, directly or indirectly for yourself or for any other reason, firm, corporation, partnership, association or other entity, call on or solicit for business any of the actual or targeted prospective clients or competitors of the Disclosing Party.
Law and jurisdiction
This Agreement shall be governed by and construed in accordance with English law and shall be subject to the non-exclusive jurisdiction of the English courts.
We shall be obliged if you will confirm your acceptance of these terms and conditions by signing and returning the attached copy of this letter.
We accept the terms and conditions of this letter this
For and on behalf of Mark Singh
The below mentioned is entering into an agreement
Stated in the above contract
First and last name recorded as the receiver by accepting
the terms by recorded email address
For and on behalf of