NDA - Non Disclosure Agreement
MUTUAL NON-DISCLOSURE AGREEMENT - KANEXY LIMITED
This Non- Disclosure Agreement (“Agreement”) is made on the date of submission of the form and agreed with a default system date on submission.
BY AND BETWEEN:
Kanexy Limited, located at 2 The Beacons, Beacons field Road, Hatfield, Hertfordshire AL10 8RS United Kingdom (hereinafter referred to as Kanexy)
AND
Your Business / Your Company (hereinafter referred to as the "Client Company").
Kanexy Limited shall be referred to as a “Consulting Company”)
In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:
1. Purpose of Agreement. Kanexy Limited (Consulting Company) are interested in participating in discovery session of the business. In connection with these discussions, the Parties agree to the terms in this Agreement in order to protect the Parties’ disclosure of Confidential Information.
2. Definitions.
“Applicable Law” means all laws, enactments, regulations, orders, ministerial directions, mandatory codes, standards and guidance, regulatory policies, regulatory permits and licences, instructions or requests of a regulator, and judicial decisions, in each case which are in force from time to time;
"Confidential Information" means all valuable or potentially valuable information, whether communicated in oral, written, electronic or other form prior to or after execution of this Agreement, either furnished or made available by the Disclosing Party or its Agents (as defined in Section 7) to a Receiving Party or its Agents, in connection with the Opportunity, including, but not limited to, all information concerning the business, affairs, finances, clients or contracts of the Disclosing Party, and any and all other business information which is either clearly indicated as confidential at the time of disclosure or which by its nature should reasonably be treated as secret or confidential;
Confidential Information specifically includes (i) Confidential Information contained in all writings in other media prepared by Receiving Party, (ii) the Receiving Party's "knowledge" of Confidential Information, and (iii) the fact that Confidential Information has been made available or that Disclosing Party and Receiving Party are discussing the Opportunity.
"Confidential Information" does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party, (ii) was known by the Receiving Party at the time of disclosure of the information without breach by the Receiving Party of any obligation of confidentiality, (iii) was or becomes available from a source other than the Disclosing Party if the source was not legally bound to the Disclosing Party to maintain the confidentiality of the information, or (iv) the Receiving Party independently develops the information with¬out use of or reference to the Confidential Information.
“Disclosing Party” means the Party who discloses Confidential Information to the other Party under this Agreement;
“Receiving Party” means a Party who receives Confidential Information from the other Party under this Agreement;
3. Obligations of Confidentiality. The Receiving Party shall keep the Confidential Information confidential and secure and shall use at least the same standard of care to protect the Confidential Information as the Receiving Party employs for the protection of its own proprietary information, but in no case less than a commercially reasonable standard of care. Receiving Party will not disclose the Confidential Information to any third party or appropriate the Confidential Information for its own or any other party’s use or benefit, except as specifically permitted by this Agreement. The Receiving Party may use the Confidential Information solely in, and to the extent necessary for the purpose of evaluating the Opportunity and may disclose the Confidential Information to Receiving Party’s Agents who are legally bound to confidentiality and who have a need to know the Confidential Information in connection with Receiving Party’s evaluation of the Opportunity.
4. Mandatory Disclosure. If the Receiving Party becomes compelled by law or regulation to disclose any Confidential Information, the Receiving Party will, if permitted by Applicable Law, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek an appropriate protective order or other remedy. If a remedy acceptable to the Disclosing Party is not obtained by the date that the Receiving Party must comply with the request, the Receiving Party will furnish only that portion of the Confidential Information that it is legally required to furnish, and the Receiving Party will exercise commercially reasonable efforts to obtain confidential treatment of the Confidential Information disclosed.
5. Relief. The Receiving Party acknowledges that damages may not be an adequate remedy for any breach of this Agreement by it and the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Agreement. The Receiving Party will indemnify and keep indemnified the Disclosing Party against any and all liabilities, claims, expenses, losses, and damages suffered or incurred by the Disclosing Party as a result of any breach by the Receiving Party of its obligations under this Agreement.
6. Return of Materials. Upon (a) termination of this Agreement or (b) receipt of written notice from the Disclosing Party for return of the Confidential Information, Receiving Party will promptly (i) deliver to the Disclosing Party or (ii) destroy all information in the Receiving Party’s possession containing Confidential Information, whether such information is in written, electronic or other form save that the Receiving Party may keep a copy of such Confidential Information pursuant to its legal and regulatory obligations and such copies as may be generated pursuant to its back-up automated system. Upon the request of the Disclosing Party, an officer of Receiving Party will confirm in writing that all Confidential Information has been returned or destroyed.
7. Agents. “Agents” mean each of the Parties’ advisors, directors, officers, employees, contractors, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a Party), or other agents. If and to the extent any Agents of the Receiving Party receive Confidential Information, such Receiving Party shall be responsible for such Agents’ full compliance with the terms and conditions of this Agreement and shall be liable for any such Agents’ non-compliance.
8. Disclaimer. The Receiving Party acknowledges that any Confidential Information or other information which is disclosed to it is for preliminary evaluation purposes at this stage and the Disclosing Party makes no express or implied representation or warranty regarding the accuracy or completeness of such information, which is provided on an “as is” basis. No right or licence to the Confidential Information or intellectual property of the Disclosing Party is granted or implied by this Agreement including any material shared (PowerPoint, pdfs, word documents or any other format) by Kanexy can’t be reproduced by the signing party / company in their sales or other materials without prior permission from Kanexy.
9. Termination. This Agreement will terminate on the earlier to occur of: (a) the execution of an agreement regarding the Opportunity which includes confidentiality provisions substantially similar to those contained in this Agreement (a “Definitive Agreement”); (b) written notice given by any Party terminating evaluation of the Opportunity; or (c) the date that is 1 year from the date of this Agreement. The rights and obligations of the Parties: (i) with respect to Confidential Information that constitutes a “trade secret” (as defined by applicable law) will survive the termination of this Agreement for so long as such Confidential Information remains a trade secret under applicable law; and (ii) with respect to all other Confidential Information will survive the termination of this Agreement for a period of 5 years from termination. The obligations of Section 6 will remain in effect until satisfied.
10. No Commitment. This Agreement does not obligate the Parties to enter into an agreement regarding the Opportunity or to proceed with any other relationship or transaction, and nothing herein prevents any Party from entering into a similar transaction with any other party. Subject only to its confidentiality obligations in this Agreement and applicable law: (a) each Party's right to develop, use, and market products and services similar to or competitive with the Confidential Information of the other Parties shall remain unimpaired; and (b) each Party acknowledges that the other Parties may already possess or have developed products or services similar to or competitive with those of the other Parties disclosed in the Confidential Information.
Data Protection. The Parties acknowledge and agree that no Personal Data (as defined under applicable data protection laws, including Regulation (EU) 2016/679 (the “GDPR”)) will be disclosed as part of the Confidential Information without the prior written consent of the other party, which may be given subject to any additional written terms required by the GDPR or applicable data protection law, or as otherwise agreed between the Parties.
12. Miscellaneous. Each Party shall comply with all Applicable Law in the transmission, storage and use of Confidential Information and its activities in respect of the Opportunity. This Agreement will be interpreted and construed in accordance with the laws of
England and Wales. Each Party submits to the exclusive jurisdiction of the Courts of England and Wales. This Agreement contains the final, complete and exclusive agreement of the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings whether written or oral. This Agreement may only be varied by a written document executed by all the Parties. Each person signing below represents and warrants that he or she has the necessary authority to bind the principal as set out below. This Agreement may not be assigned without the prior express written consent of the other Parties.
Failure of any Party to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right, power or remedy under this Agreement shall not operate as a waiver of that provision, right, power or remedy or preclude its exercise later.
In the event any provision of this Agreement is found by an authorised authority to be unenforceable, the remaining provisions of the Agreement shall survive and remain in full force and effect, and any unenforceable provision shall to the extent legally permitted be replaced by an enforceable provision that comes closest to the Parties’ intent underlying the unenforceable provision.
Both the Parties have executed this Agreement effective as of the system default date on the submission of the form.