u-Reka Club NDA
BILATERAL NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on the date of User Registration
(1) u-Reka Club, Brainwaves, and BizKit-Tin.
whose registered office is at 4 South Terrace, South Street, Dorchester, Dorset, DT1 1DE.
(2) The Registered Member
(a) Each of the parties possesses valuable information, technical knowledge, experience, and data of a confidential nature relating to their respective businesses, and (b) The parties wish to explore the viability of undertaking business together and for that purpose are prepared to disclose the said information to the same being protected in the manner hereinafter set out
NOW IT IS HEREBY AGREED AS FOLLOWS;-
(1) In this Agreement “Confidential Information” shall mean all information disclosed (whether in writing, computer readable form, verbally or by any other means) by one party (“the disclosing party”) to the other (“the recipient”) (whether before or after the date of this Agreement) which;-
(1.1) relate to the disclosing party’s operation, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities, software and website products, website source code or any related code in all formats, business plans, financial statements, customers or users, analytical data, documentation, and correspondences or business affairs; or
(1.2) is otherwise non-public, confidential, or proprietary in nature; or
(1.3) comprises any other information which may from time to time be identified by the disclosing party as being of a confidential nature and as being subject to the terms of this Agreement.
(2) In consideration of the mutual covenants herein contained the recipient undertakes in relation to Confidential Information received from the disclosing party or from a third party on its behalf;-
(2.1) to use such Confidential Information only for the purpose of evaluating the prospects of undertaking business with the disclosing party and in the event a business relationship between the parties is thereby established to use the Confidential Information thereafter only for the proper and legitimate purposes of that business.
(2.2) not to copy or reduce to writing any such Confidential Information except as may be reasonably necessary for the purposes aforesaid, any copies of reductions so made becoming the Property of the disclosing party;
(2.3) not to disclose such Confidential Information to any person other than to such of its directors or other members of senior management who need to know such Confidential Information for the purposes of the bona fide actual or prospective business between the parties hereto and on terms that the same shall be maintained strictly confidential by such persons and shall not be disclosed to any other person;
(2.4) to be responsible for the performance of sub-clauses 2.1, 2.2 and 2.3 above on the part of the individuals to whom Confidential Information is disclosed pursuant to sub-clauses 2.3 above;
(2.5) to maintain a list of individuals or entities to whom any Confidential Information is disclosed and to make such list available to the disclosing party on request;
(2.6) to hold the Confidential Information in confidence and not utilise it for any purpose other than as specified in Clause 2.1 above;
(2.7) to maintain such Confidential Information with the same degree of care and subject to the same controls with which the recipient maintains its own confidential or proprietary information and which controls the recipient warrants provide adequate protection of such information from unauthorised disclosure, copying or use.
(3) Upon completion or termination of the business relationship between the parties hereto or whenever requested by the disclosing party the recipient shall:-
(3.1) return and procure to be returned to the disclosing party forthwith all documents and materials (and all copies thereof (whether or not supplied or made by the disclosing party) containing any Confidential Information of the disclosing party) and not thereafter use the Confidential Information for any purpose whatsoever; and
(3.2) (Upon request) certify in writing to the disclosing party that it has complied with this Agreement; and
(3.3) Subject to Clause 4 below continue to be bound, notwithstanding completion or termination of the business, by the undertakings set out in Clause 2 above.
(4) The undertakings contained in Clause 2 shall not apply to information which:-
(4.1) is in or comes into the public domain without breech of this Agreement by the recipient; or
(4.2) the recipient can show (i) was in its possession or known to it by being in its use or being recorded in its files prior to receipt from the disclosing party and was not acquired by the recipient from the disclosing party under an obligation of confidence; or (ii) to have been independently developed by or for the recipient by persons who have not had access to such information; or
(4.3) the recipient rightfully obtains or has available from a source other than the disclosing party without breach by the recipient or such source of any obligation of confidentiality or non-use; or
(4.4) is hereafter furnished by the disclosing party to a third party without restriction on disclosure or use; or
(4.5) is disclosed by the recipient with the prior written approval of the disclosing party.
(5) No rights or obligations other than those expressly contained herein are to be implied from this Agreement. In particular, no license is hereby granted directly or indirectly under any patent, copyright or other industrial property right now held by, or which may be obtained by, or which is or may be licensable by, either party. Nor does this Agreement give rise to any obligation on either party to supply or purchase materials or products to or from the other. Acceptance or receipt of the disclosing party’s Confidential Information shall not preclude or in any way impair or restrict the recipient from continuing to engage in its business otherwise than in breach of the terms of this Agreement. (6) Each party agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the other in any publicity, advertisement, or other disclosure with regard to this Agreement or otherwise without the prior written consent of the other party. (7) The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement may cause harm for which reasonable damages and or equitable relief may be sought. (8) This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and replaces all previous agreements between, or undertakings by the parties with regard to such subject matter. This Agreement cannot be changed except by written agreement between the parties. (9) The interpretation construction and effect of this Agreement shall be construed in all respects in accordance with the Laws of England and (to the extent relevant) the parties irrevocably agree to submit to the non-exclusive jurisdiction of the English Courts.