Non Disclosure Agreement
1. 2.1 You and Us have agreed to carry out a project which will involve You supplying information which is confidential. You wish to protect your own interests on the basis that Us and You have verbally agreed and which is explained in this written Agreement. In this Agreement where the expression “the Sharer” is used that means the person (You) who is disclosing the confidential information, and where the expression “the Carer” is used that refers to the person (Us) who receives the confidential information and is expected to take good care of it.
2. Confidential Information
1. 4.1 “Confidential Information” means all information given in any way (including in writing or electronically) relating to our business and/or yours and which is given to the Carer before or after the date of this Agreement by the Sharer, or which comes to the knowledge of the Carer in connection with the Project. This includes:
1. 4.1.1 Information which is marked “confidential” when it’s given to the Carer or is obviously confidential when it’s given; and
2. 4.1.2 Spoken Information which the Sharer said was confidential when it was given; and
3. 4.1.3 Any note or record made by the Carer of any spoken information which is confidential.
4. 4.1.4 Any Information obtained through discussions between the employees, contractors, agents and advisors of either the Carer or the Sharer; and
5. 4.1.5 Any copy of any of these sources of the Information.
3. Our Responsibilities
1. 5.1 In return for You giving Us Confidential Information, We both agree that for a period of Ten Years from the date of this Agreement:
2. 5.1.1 The Carer will keep the Confidential Information secret and confidential;
3. 5.1.2 The Carer will not give or allow the disclosure of any Confidential Information to anybody else;
4. 5.1.3 The Carer will not use the Confidential Information for anything except the Project;
5. 5.1.4 The Carer will not make any copies of the Confidential Information or only such limited number of copies of the Confidential Information as are genuinely required for the Project
6. 5.1.5 The Carer will take all reasonable steps to ensure the confidentiality of the Confidential Information.
4. Allowed Disclosures
1. 6.1 Despite what it says in Section 5, the Carer may give the Confidential Information to people who work for the Carer or its advisors if all of these conditions exist:
2. 6.1.1 They genuinely need to receive the Confidential Information to enable the Carer to carry out the Project successfully; and
3. 6.1.2 They have been informed that the Confidential Information is confidential and falls under this confidentiality Agreement, by the Carer. The Carer will make sure that they comply with the Carer’s responsibilities under this Agreement; and
4. 6.1.3 They have agreed with the Carer in writing to keep the Confidential Information as confidential as the Carer has; and
5. 6.1.4 They have also agreed with the Carer in writing to comply with their responsibilities under this Agreement, and that that the Sharer will be able to enforce that Agreement against.
5. Disclosure to Courts
1. 7.1 If the Carer has to disclose Confidential Information by order of a court or other public body, the Carer may do so.
6. Exceptions to Confidentiality Responsibilities
1. 8.1 The Carer’s responsibilities under Section 5 do not apply to Confidential Information that is known or becomes publicly known, other than because the Carer or someone the Carer gave the information to breached the terms of this Agreement.
2. Return of Information and what happens after the end of the Agreement
3. 9.1 If the Sharer asks, or at the end of this Agreement, the Carer will:
4. 9.1.1 Return to the Sharer all documents and other materials that contain any of the Confidential Information, including all copies made by anybody for the Carer;
5. 9.1.2 Permanently delete all electronic copies of Confidential Information from the Carer’s computer systems; and
6. 9.1.3 Following the date of any termination of this Agreement, or any return of Confidential Information to the Sharer, the Carer will not make any further use of the Confidential Information; and its responsibilities under this Agreement will continue.
7. Breach of Agreement
1. 10.1 We understand that any breach of this Agreement could cause serious damage that damages awarded by a court would not compensate for that. So, it there is a breach of this Agreement or one of Us threatens to breach it You and We agree that the other is entitled to ask a law court for an injunction to stop that happening.
2. 10.2 Each of Us will reimburse the other for all costs or expenses which they have to pay because the other has breached this Agreement.
8. Protecting the Project
1. 11.1 Each of Us agrees not to work against the other in relation to the Project.
9. General Terms
1. 12.1 The Carer agrees that the Sharer has and will continue to have all rights of ownership in the Confidential Information.
2. 12.2 This Agreement does not grant the Carer any licence or rights in the Confidential Information.
3. 12.3 The Sharer does not have to disclose to the Carer, continue disclosing or update any Confidential Information.
4. 12.4 Neither of Us has to negotiate or continue negotiating with each other in respect of the Project. Either of Us may withdraw from such negotiations at any time without any responsibility apart from the Carer’s responsibilities in relation to the Confidential Information.
5. 12.5 This Agreement will be interpreted in accordance with English law. If there are any disputes they may only be dealt with by the courts of England and Wales.