1.

Non Disclosure Agreement

IN CONFIDENCE
This agreement dated <Day Month Year> is made between <Company Name> and
<Company Name> referred to herein as the Parties or in the singular as a Party. The
Parties intend to disclose each to the other information relating to new business
development.
WHEREAS:
1.

The Parties acknowledge and agree that the disclosure referred to in the
Recital may include the exchange of valuable and confidential and proprietary
information of both parties and agree to receive and hold the information
upon the terms and conditions set forth in this Agreement.

2.

For the purposes of this Agreement the term "Proprietary Information" shall
mean any information disclosed by one Party (the Disclosing Party) to the
other Party (the Receiving Party) under this Agreement, whether in writing,
orally, visually, in the form of samples or models or otherwise, provided that
such information, if written, is clearly and conspicuously marked as being
proprietary or confidential and if oral, visual or in other non-written form is
designated as Proprietary Information at the time of disclosure and confirmed
in writing within thirty (30) days of disclosure; All the protections and
restrictions in this Agreement as to the use and disclosure of Proprietary
Information shall apply during the period of thirty days referred to above.

3.

Proprietary Information shall also include any information which can be

obtained by examination, testing or analysis of any hardware and component
part thereof, software or material samples provided by the Disclosing Party
notwithstanding the fact that the requirements for marking designation and
confirmation referred to above shall not have been fulfilled.

4.

The Receiving Party shall:

a.

hold the Disclosing Party's Proprietary Information in strict confidence

and restrict access thereto to such of its employees who need such
access for the purpose referred to in the Recital; and

b.

not use Proprietary Information disclosed to it pursuant to this

Agreement for a purpose other than the purpose referred to in the
Recital: and

c.

not disclose Proprietary Information disclosed to it pursuant to this

Agreement to any third party without the Disclosing Party's prior consent
in writing, which consent, if given, may be subject to the third party
entering into a direct agreement with the Disclosing Party; and

d.

not copy Proprietary Information disclosed to it under this Agreement in

whole or in part except as reasonably necessary for the purpose stated
in the Recital.

e.

not make any direct contact to either parties client(s) unless agreed in
advance with both parties.

5.

The obligations and restrictions provided in clause 4 hereof shall not apply to
any of the information, which the Receiving Party can show:
a.

is in the unrestricted possession of the Receiving Party at the time of

disclosure hereunder, or

b.

is already or hereafter becomes available to the public otherwise than

through the fault or negligence of the Receiving Party, or

c.

is lawfully obtained by the Receiving Party from a third party with full
rights of disclosure and without similar obligations of confidence, or

d.

is independently developed by or for the Receiving Party without

reference to Proprietary Information disclosed hereunder.

6.

The Receiving Party shall not be liable for inadvertent, accidental,

unauthorised or mistaken disclosure by its employees or agents of
Proprietary Information released under this Agreement, provided that:
a.

the Receiving Party shall have used at least the same degree of care as
it uses to protect its own Proprietary Information of like importance,
subject to the proviso that such degree of care shall be no less than a
reasonable degree of care, and

b.

upon discovery of such a disclosure, the Receiving Party shall

immediately inform the Disclosing Party and use all reasonable
endeavours to prevent further disclosure or misuse.

7.

The Parties hereto understand and agree that the Receiving Party does not
acquire by implication or otherwise any right in or title to or licence in respect
of Proprietary Information disclosed to the Receiving Party pursuant to this
Agreement.

8.

Nothing in this Agreement shall place any obligation on either Party to

disclose Proprietary Information, which Information is supplied at the entire
discretion of the Disclosing Party.

9.

This Agreement shall not detract from any right of the Receiving Party arising
by way of any other agreement.

10. Nothing contained in this Agreement shall be construed as overriding or

being in prejudice of any classification or export control regulation applicable
to any part of the Proprietary Information.
11. This Agreement shall remain in force either

a.

for six months from the date hereof after which it will automatically
terminate unless renewed by mutual consent of the Parties hereto in
writing,

b.

or until it is superseded by another agreement or contract between the

Parties, whichever is the sooner.

12. Notwithstanding its earlier termination, the obligations and restrictions relating
to the disclosure and use of Proprietary Information shall survive for a period
of five years from the date of this Agreement.
13. On termination of this Agreement for any reason the Receiving Party will on
request of the Disclosing Party return to the Disclosing Party all documents
containing the Disclosing Party's Proprietary Information, together with all
relevant samples and models, which it has in its possession pursuant to this
Agreement.
14. The points of contact for the disclosure of Proprietary Information under this
Agreement shall be:
a.

For <Company Name>: <Directors Name> and any other <Company

Name> employee as deemed appropriate

b.

For <Company Name>: <Directors Name> and any other <Company

Name> employee as deemed appropriate

15. The rights and obligations of each Party hereto under this Agreement shall
not be assigned without the prior written consent of the other Party hereto
unless for the purposes of corporate re-organisation, amalgamation or reconstruction.
16. This agreement shall be governed by, and construed in accordance with, the
laws of the United Kingdom and the parties irrevocably submit to the
exclusive jurisdiction of the Courts of United Kingdom.

Signed on behalf of <Company Name>

Signed on behalf of <Company Name>

Title:

Title:

Date:

Date: