Mutual NDA

DATED

[date]

Non-Disclosure Agreement

between

The Excel Experts (Party 1)

and

xxx (Party 2)

CONTENTS

CLAUSE

1.      Interpretation. 1

2.      Confidential Information. 2

3.      Confidentiality obligations.. 3

4.      Permitted disclosure..4

5.      Mandatory disclosure…… 4

6.      Return or destruction of Confidential Information… 5

7.      Reservation of rights and acknowledgement. 5

8.      Inadequacy of damages. 6

9.      No obligation to continue discussions. 6

10.        Ending discussions and duration of confidentiality obligations…. 6

11.        No partnership or agency…. 6

12.        General..6

This agreement is dated [date]

Parties

• The Excel Experts Ltd incorporated and registered in England and Wales with company number 8455410 whose registered office is at The Old Church School, Butts Hill, Frome. Somerset BA11 1HR  (Party 1)
• [client] incorporated and registered in England and Wales with company number 8860774 whose registered office is at [address] (Party 2)

BACKGROUND

Agreed terms

1. Interpretation

Business Day:  a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information:  has the meaning given in clause 2.

Discloser:  a party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.

Group: in relation to a company, that company, any subsidiary or any holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group. Each company in a Group is a member of the Group.

Group Company: in relation to a company, any member of its Group.

Holding company: has the meaning give in clause 1.2(e).

Purpose: Design and implementation of business display dashboards taking business data from excel spreadsheets. Presentation of this data in a visual format to measure performance in both Enquiry and sales process vs internal targets.

Recipient:  a party to this agreement when it receives Confidential Information, directly or indirectly, from the other party.

Representative(s): in relation to each party and any member of its Group:

• its officers and employees that need to know the Confidential Information for the Purpose;
• its professional advisers or consultants who are engaged to advise that party and/or any member of its Group in connection with the Purpose;
• its contractors and sub-contractors engaged by that party and/or any member of its Group in connection with the Purpose; and
• any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.

Subsidiary: has the meaning give in clause 1.2(e).

1. Confidential Information
   1. 1. , or it is reasonably obvious from its nature and/or the circumstances of the disclosure;

but excludes any information referred to in clause 2.2.

• • it is developed by or for the Recipient independently of the information disclosed by the Discloser.
• Confidentiality obligations
  • The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Discloser from time to time) to safeguard the Confidential Information from unauthorised access or use.
• Permitted disclosure
  • • • 3.1 as if they were the Recipient.
• Mandatory disclosure
  • 5, a party may disclose Confidential Information to the minimum extent required by:
  • 5.1 it shall, to the extent permitted by law, use all reasonable endeavors to give the other party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 5.2, that party shall take into account the reasonable requests of the other party in relation to the content of this disclosure.
  • 5.1 it shall, to the extent permitted by law, inform the other party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
• Return or destruction of Confidential Information
  • • certify in writing to the Discloser that it has complied with the requirements of this clause 6.1.
  • 6.1 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser’s Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 6.2.
• Reservation of rights and acknowledgement
• Inadequacy of damages

Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement.

• No obligation to continue discussions

Nothing in this agreement shall impose an obligation on either party to continue discussions or negotiations in connection with the Purpose, or an obligation on each party, or any of its Group Companies to disclose any information (whether Confidential Information or otherwise) to the other party.

1. Ending discussions and duration of confidentiality obligations
   1. 10.1, each party’s obligations under this agreement shall continue in full force and effect for a period of five years from the date of this agreement.
2. No partnership or agency
3. General
   1. 1. 12.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
   1. [Non-Solicitation. For the duration of this agreement and for twelve (12) months after the last disclosure of Confidential Information under this agreement each party undertakes to the other that it will not and will procure that its Group Companies do not: (i) employ or offer to employ, or enter into a contract for the services of, a Key Employee or procure or facilitate the making of any such offer by any other person; (ii) entice, solicit or procure any Restricted Employee to leave the employment of the other Party (or any member of its Group), or make any attempt to do so, whether or not the Restricted Employee would commit a breach of contract in leaving his employment; and (iii) canvass, solicit or otherwise seek the custom of, or have any dealings with any person who is at the date of this agreement, or who has been at any time during the period of six (6) months immediately preceding the date of this agreement, a client or customer of the Discloser (or any member of its Group), but is not a client or a customer of the Recipient (or any of its Group Companies) (Restricted Customer), in relation to the supply of goods, products or services the same as or similar to those supplied by the Discloser (or any member of its Group). For the purposes of this clause Restricted Employee shall mean any employee, worker or contractor of the Disclosure or any of its Group Company, who has been involved to a material extent in the discussion, negotiations or other work in relation to the Purpose or first became known to the Recipient or any of its Group Companies through the disclosure of the Confidential Information under this agreement.]  

Signature

This agreement has been entered into on the date stated at the beginning of it.

Signed by  Ben Hiron-Grimes for and on behalf of The Excel Experts Ltd		Director
Signed by [signatory]  for and on behalf of [company name]		……………….. [position]