For the purposes of this agreement, confidential information is defined as any and all technical and nontechnical information including clients, customers, officers, personal information, inventions, patents, copyrights, designs, drawings, trade secrets, proprietary information, client and customer data, processes, source code, products, services, usernames, passwords, license keys, registration information, account numbers and sales and marketing information of both Client and Company.
Each of the parties, Client and Company, agree it will not copy, distribute, disseminate, broadcast, release, share or in any other way disclose Confidential Information of the other party to any individual, organization, association, business, firm or entity except as is strictly necessary for negotiations, consultations and service completion between the two parties or as required by law or necessary for proving ownership.
Each party agrees to exercise all reasonable and practicable safeguards to maintain the privacy and secrecy of the other party’s confidential information. When either party must share confidential information for negotiations, consultations and/or service completion, both parties agree to share confidential information only with those staff, employees or representatives that strictly require access to the confidential information.
Each party’s nondisclosure obligations with respect to any portion of the other party’s Nondisclosure Obligation shall terminate when the party seeking to avoid its obligation under the Nondisclosure Obligation section can document that the element disclosed was in the public domain at or subsequent to the time of its disclosure; the element disclosed was developed by employees, agents, or other representatives of its own party independently of the other party without reference to any information communicated to it by the other party; or the element disclosed was communicated by the party free of any obligation of confidence.
Both parties agree to provide immediate written notice using the above-recorded mailing addresses or email notice using known contact details to the other upon the purposeful or accidental disclosure of confidential information to unauthorized parties. Both parties agree to assist one another in remedy efforts when unauthorized disclosure occurs.
All confidential information and any derivatives thereof remain the property of the original owner. All material furnished by one party to the other that is designated to be the property of one property in writing remains the property of that party and shall be returned promptly upon request. Whenever property return is requested, all copies of the item or element must also be returned to the original party.
Both parties agree a breach of the agreement contained herein will result in irreparable and continuing damage, thereby entitling the parties to injunctive relief as may be proper and such other relief (including monetary damages).
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the Agreement’s remaining provisions shall not be affected and instead remain in force.
I agree to the terms of this Nondisclosure Agreement and I am authorized to enter into contracts on behalf of my company:
This Agreement shall be construed and its performance enforced in accordance with the laws the United Kingdom
This Agreement shall govern all communications between the two parties from the date the Agreement is signed to the date upon which either party receives written notice from the other that communications will no longer be governed by this Agreement Following the termination of this Agreement, both parties agree to continue enforcing into perpetuity all obligations contained within the Nondisclosure Obligation section unless terminated pursuant to the Nondisclosure Exclusions section.