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Whereas the parties desire to exchange confidential information necessary to consider forming a business relationship and one party (the Originating Party) could convey information to the other (the “Receiving Party”) that it deems confidential, the parties hereto agree as follows:

1. Non-disclosure and Non-use of Confidential Information.

The Confidential Information (as defined below) will be kept confidential by the Receiving Party and will not be disclosed or used, directly or indirectly, without the prior written consent of the Originating Party, for any purpose other than the authorised disclosures or uses described herein.

2. “Confidential Information”

Means any business or technical non-public information of the parties , including but not limited to, any information relating to either party’s product or service plans, product and service prices, financing structure or investment strategies, marketing plans, business opportunities and strategies, or trade secrets. Additionally, Confidential Information shall include information that is specifically designated by the Originating Party as confidential or proprietary, and which is marked or otherwise identified as confidential or proprietary (or words of similar import) at the time of disclosure or within a reasonable time thereafter.

3. Exclusions.

(a) Confidential Information shall not include information that (i) is in or enters the public domain without breach of this Agreement through no fault of the Receiving Party, (ii) the Receiving Party was demonstrably in possession of prior to receiving it from the Originating Party, (iii) the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Originating Party’s Confidential Information, or (iv) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
(b) In the event a party is directed to disclose Confidential Information by law, court order, such disclosure shall not be deemed to be a breach of this Agreement, provided the Receiving Party provides timely prior written notice of such requirement to the Originating Party, to the extent reasonably practicable. Both parties shall cooperate reasonably to contest or limit the scope of such required disclosure.

4. Term.

This Agreement shall continue from the date last signed by either party for twelve months, unless earlier terminated by either party by giving thirty days’ written notice to the other party of its intent to terminate this Agreement. The obligations of the Receiving Party concerning confidentiality shall continue for and shall terminate two years following the expiration or termination of this Agreement.

5. Authorised Use.

A Receiving Party shall use the Confidential Information only to disclose, receive, and discuss among themselves and their Representatives certain Confidential Information regarding a possible business relationship between the parties (“Business Relationship”). The Receiving Party further agrees that it and its Representatives, defined herein, will only use the Confidential Information for evaluating the Business Relationship and that it will ensure that each of its Representatives adheres to the terms of this Agreement. The term "Representatives" means, with respect to either party, the officers, directors, employees, shareholders, investors, financial and legal advisers, and agents of such party who have a need to know this information.

6. Care of Information.

A Receiving Party shall protect the other party’s Confidential Information by using at least the same degree of care, but no less than reasonable care, to prevent the unauthorised use, disclosure or publication of the Confidential Information as the Receiving Party uses to protect its own Confidential Information of like nature. Upon the Originating Party’s written request, the Receiving Party will promptly return to the Originating Party or destroy (as requested) all copies (including electronic copies) of any Confidential Information held by the Receiving Party and its Representatives and any notes, analyses or other documents based on or incorporating any Confidential Information, except that the Receiving Party shall be entitled to retain one paper copy in its legal files subject to the provisions hereof.

7. Miscellaneous.

(a) The parties acknowledge that money damages would not be sufficient remedy for any breach of this Agreement and that the Originating Party shall be entitled to seek equitable relief from the Receiving Party as a remedy for any breach. Equitable remedies shall not be deemed to be exclusive remedies for a breach, but shall be in addition to all other remedies at law or equity available to the Originating Party.
(b) Neither party acquires any intellectual property rights or licenses under this Agreement. Each Originating Party warrants it has the right to make the disclosures under this Agreement.
(c) The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Originating Party.
(d) This Agreement contains the entire understanding of the parties on the subject matter described herein. All additions or modifications to this Agreement must be made in writing and must be signed by an authorised representative of each party.
(e) In the event that any provision of this agreement is held invalid or unenforceable by a court of competent jurisdiction, then such provision will be considered separate and apart from the remainder of this agreement which will remain in full force and effect.
(f) This Agreement shall be governed and interpreted in accordance with the laws of England without regard to its conflicts of law provisions.
(g) The parties perform their respective obligations hereunder without charge to the other.

Agreed and accepted, effective upon execution by both parties and with an Effective Date being the date last signed by either party

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