THIS AGREEMENT is made on the 23rd day of September 2021

BETWEEN:-

1. ADWConnect Ltd., a company registered in England under company number 6432381 whose registered office is at 32 Byron Hill Road, Harrow On The Hill, Middx, HA2 0HY, UK (the “Discloser”);

-and-

2. , a company registered in England under the company number whose registered office is at , , (the "Recipient");

WHEREAS:

1. The Discloser possesses valuable information, technical knowledge, experience and data of a confidential nature relating to their respective businesses, and
2. The Discloser wishes to explore the viability of undertaking business together and for that purpose are prepared to disclose their own confidential information to the other subject to that confidential information being protected in the manner set out in this Agreement

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. In this Agreement "Confidential Information" includes, without limitation, 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        relates to the disclosing party’s operations, processes, policies, plans or intentions, software, product information, know-how, technology, intellectual property, customers, suppliers, finances, trade secrets, market opportunities or business affairs; or

1.2        otherwise relates to the disclosing party and is non-public, confidential or proprietary in nature; or

1.3        comprises any other information which may be identified by the disclosing party at the time of disclosure 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 set in Clause 2.1, any copies or 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 set out in Clause 2.1 and on such terms that the Confidential Information shall be maintained strictly confidential by such persons and shall not be disclosed to any other person;

2.4        subject always to Article 6 of Council Directive 91/250/EEC of 14^th May 1991 on the Legal Protection of Computer Programmes, it shall not, directly or indirectly, disassemble, decrypt, electronically scan, decompile, or derive source code from software, peel semiconductor components, or otherwise attempt to reverse engineer the design and function of and the disclosing party’s products or associated software.

2.5        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-clause 2.3 above;

2.6        to maintain a list of individuals to whom any Confidential Information is disclosed and to make such list available to the disclosing party on request.

2.7        to hold the Confidential Information in confidence and not utilise it for any purpose other than the purposes specified in Clause 2.1 above;

2.8        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 the recipient warrants that such controls 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        at the request of the disclosing party destroy all material containing the Confidential Information (including any copies, analysis, memoranda or other notes made by the recipient) in its possession or under its custody or control and in addition remove any Confidential Information stored within any computer or word processing system whether or not in machine-readable form; and

3.3        (Upon request) certify in writing to the disclosing party that it has complied with this Agreement; and

3.4        Subject to Clause 4 below continue to be bound, notwithstanding completion or termination of the business or the purposes set out in Clause 2.1, 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 breach 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 unless such arises as a result of a breach of confidence owed to the disclosing party; 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 disclosed by the recipient with the prior written approval of the disclosing party.

If the recipient is required to disclose all or part of the Confidential Information by a Court or authority having jurisdiction over the recipient or any regulation or rule of any recognised stock exchange on which the recipient's shares are listed, it will be entitled to do so to the extent required PROVIDED THAT the recipient shall immediately upon becoming aware that such disclosure is required, advise the disclosing party of the circumstances in which the disclosure is required and agree with the disclosing party the extent and timing of such disclosure and at the cost of the disclosing party shall take reasonable and lawful action to avoid and/or minimize the extent of such disclosure.

5. No rights or obligations other than those expressly contained in this Agreement are to be implied from this Agreement.In particular, no licence is hereby granted directly or indirectly under any patent, copyright or 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 not to use 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 (a) damages may not be an adequate remedy for any breach of the provisions of this Agreement; (b) 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 the provisions of this Agreement; and (c) no proof of special damages shall be necessary for the enforcement of this Agreement.
8. In the event that any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement will continue in full force and effect and will not be invalidated, impaired or otherwise affected.
9. 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.
10. 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.

AS WITNESS the hands of the parties hereto or their duly authorised representatives the day and year first above written.

For and on behalf of  

Name:  

Position:

Date: 7 November 2024

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Document name: Non-Disclosure Agreement

Unique Document ID: 0d029de12f08f56086e72210eacc2a7aed2bd1c1

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Timestamp	Audit
21 October 2021 1:40 am GMT	Non-Disclosure Agreement Uploaded by Benjamin Moses - sign@adwconnect.com IP 100.12.184.92

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