Review & Sign

NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (“Agreement”) governs the disclosure, use, and protection of confidential information exchanged between the parties in connection with discussions, evaluations, collaborations, services, projects, or any other business or commercial purpose. 1. Definition of Confidential Information “Confidential Information” means all information, whether oral, written, visual, electronic, or in any other form, disclosed directly or indirectly, including but not limited to: business plans, ideas, concepts, strategies, designs, specifications, software, source code, data, financial information, pricing, marketing information, trade secrets, know-how, client or supplier details, personal data, intellectual property, and any copies, summaries, analyses, or derivatives thereof. Confidential Information includes information disclosed before or after this Agreement, whether or not marked or identified as confidential, that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. 2. Exclusions from Confidential Information Confidential Information does not include information that the receiving party can demonstrate: was publicly available at the time of disclosure or becomes publicly available through no breach of this Agreement; was lawfully known to the receiving party prior to disclosure; is lawfully obtained from a third party without breach of any obligation of confidentiality; is independently developed without use of or reference to the Confidential Information. 3. Obligations of Confidentiality The receiving party shall: keep all Confidential Information strictly confidential; use the Confidential Information solely for the permitted purpose for which it was disclosed; not disclose Confidential Information to any third party without prior written consent, except as permitted under this Agreement; take all reasonable measures to protect the Confidential Information, which shall be no less than those used to protect its own confidential information of a similar nature. 4. Permitted Disclosure Disclosure of Confidential Information is permitted only to those employees, contractors, or professional advisers who have a legitimate need to know for the permitted purpose and who are bound by confidentiality obligations no less restrictive than those contained herein. The receiving party remains responsible for any breach by such persons. 5. No Licence or Transfer Nothing in this Agreement grants any licence, assignment, or other rights in or to the Confidential Information, intellectual property, or proprietary rights, whether by implication or otherwise, except for the limited right to use the Confidential Information for the permitted purpose. 6. Return or Destruction Upon request, or upon termination of discussions or the relationship, the receiving party shall promptly return or destroy all Confidential Information, including all copies and derivatives, and confirm in writing that it has done so, except where retention is required by law or for legitimate archival or compliance purposes. 7. Duration The confidentiality obligations under this Agreement shall continue for as long as the information remains confidential, regardless of the termination or completion of any discussions, projects, or relationships. 8. Legal and Regulatory Disclosure If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall, where legally permitted, provide prompt notice to the disclosing party to allow an opportunity to seek protective measures. Any disclosure shall be limited strictly to what is legally required. 9. Remedies The receiving party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The disclosing party is entitled to seek injunctive relief, equitable remedies, and any other remedies available at law or in equity. 10. No Warranty All Confidential Information is provided “as is” without any representation or warranty as to accuracy, completeness, or fitness for any particular purpose. 11. Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 12. Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction. 13. Entire Agreement This Agreement constitutes the entire understanding relating to confidentiality and supersedes all prior discussions or agreements relating to the subject matter. End of Agreement