RECITALS
(A) The parties, for their mutual benefit, may have exchanged and wish further to exchange certain
information (including but not limited to trade secrets and proprietary know-how) in order that
each of them may evaluate such information for the purpose of determining their respective
interest in establishing a business relationship between them; and
(B) The parties wish to define their rights with respect to the said information and to protect the
confidentiality thereof and proprietary features contained therein.
OPERATIVE PROVISIONS 1. Definitions
1.1. In this Agreement the following terms shall have the following meanings unless the context
otherwise requires:
Agents means directors, officers, employees, agents, resellers,
affiliates, associates, sub-agents, partners, professional
advisers and contractors;
Business Day means a day (other than a Saturday, Sunday or public holiday) when banks
in London are open for business;
Confidential Information means all information or data disclosed (whether in
writing, orally or by any other means) to the Receiving Party or its Representatives by the Disclosing Party or by its Representatives whether before or after the date of this Agreement and shall include but not be limited to:
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(i) the fact that discussions and negotiations are taking place concerning the Purpose and the
status of those discussions and negotiations (ii) any information relating to the Disclosing Party’s
or its Group’s business, operations, processes,
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plans, intentions, product information, knowhow, design rights, trade secrets, software, market opportunities, customers, suppliers, trading prospects and business affairs;
(iii)information of whatever nature obtained during
visits to premises; and (iv)any information or analysis derived from Confidential Information,
but shall exclude any part of such disclosed information or data: (i) which is or enters the public domain in any way without breach of this Agreement by the
Receiving Party or its Representatives; (ii) which the Receiving Party can show (a) was in its
possession or known to it on a non-confidential basis by being in its use or being recorded in its
files or computers or other recording media prior to receipt from the Disclosing Party; or (b) to have been developed by or for the Receiving Party at any time independently of the information disclosed to it by the Disclosing Party; or (iii) which is hereafter disclosed or made available
to the Receiving Party from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use towards the
Disclosing Party; or (iv) which is hereafter made generally available by the Disclosing Party or its Representatives or is disclosed by the Disclosing Party to a third party
without restriction on disclosure or use, including, without limitation, by way of the
publication of a patent specification; or (v) which is disclosed by the Receiving Party with
the prior written approval of the Disclosing Party, provided however that the foregoing
exceptions shall not apply to information relating to any combination of features or any combination of items of information merely because information relating to one or more of
the relevant individual features or one or more of the relevant items (but not the combination
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itself) falls within any one or more of such
exceptions;
Disclosing Party means a party to this Agreement which discloses or
makes available directly or indirectly Confidential
Information;
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Group means, in relation to a company, that company, each
and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company and member of a Group shall be construed accordingly; Purpose means any discussions and negotiations between or within the parties concerning or in connection with the potential provision any product or service;
Receiving Party means a party to this Agreement which receives or obtains directly
or indirectly Confidential Information; and
Representatives means in respect of each party, that party’s employees, officers,
representatives or advisers.
1.2. Clause and paragraph headings shall not affect the interpretation of this Agreement.
1.3. A person includes a natural person, corporate or unincorporated body (whether or not having
separate legal personality) and that person’s legal and personal representatives, successors
and permitted assigns. 1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.1.5. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment, and includes any subordinate legislation for the time being in force made under it.
2. Handling of Confidential Information
2.1. In consideration of the benefits to the parties of the mutual exchange and disclosure of
Confidential Information, the Receiving Party undertakes to, and shall procure that its
Representatives shall, in relation to the Disclosing Party’s Confidential Information:
2.1.1. maintain the same in confidence and to use it only for the Purpose and for no other
purpose and in particular, but without prejudice to the generality of the
foregoing, (i) not to make any commercial use thereof (ii) not to use the same for
the benefit of itself or of any third party other than pursuant to a further
agreement with the other party;
2.1.2. not copy, reproduce or reduce to writing any part thereof except as may be strictly
necessary for the Purpose and that any copies, reproductions or reductions to
writing so made shall be the property of the Disclosing Party;
2.1.3. not use, reproduce, transform, or store the Confidential Information in a publicly
accessible computer or electronic information retrieval system or transmit it in
any form or by any means whatsoever outside of its usual place of business; and
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2.1.4. apply the same security measures and degree of care to the Confidential
Information as the Receiving Party applies to its own confidential information.
2.2. Notwithstanding the provisions of clause , the Receiving Party shall be entitled to:
2.2.1. make any disclosure required by law, by any governmental or other regulatory
authority or by a court or other authority of competent jurisdiction of the
Disclosing Party’s Confidential Information, but shall, to the extent permitted by
law or regulation, give the Disclosing Party not less than two Business Days’ notice
of such disclosure and shall consult with the Disclosing Party prior to such
disclosure with a view to avoiding such disclosure if reasonably practicable; or
2.2.2. provided that it has reasonable grounds to believe that the Disclosing Party is
involved in activity that may constitute a criminal offence under the Bribery Act
2010, disclose Confidential Information to the Serious Fraud Office without first
notifying the Disclosing Party of such disclosure.
2.3. The Receiving Party shall establish and maintain adequate security measures (including any
reasonable security measures proposed by the Disclosing Party from time to time) to
safeguard the Confidential Information from unauthorised access or use.
2.4. The Receiving Party may only disclose the Disclosing Party’s Confidential Information to those
of its Representatives who need to know such Confidential Information for the Purpose,
provided that:
2.4.1. it informs these Representatives of the confidential nature of the Confidential
Information before disclosure and obtains from its Representatives enforceable
undertakings to keep the Confidential Information confidential in terms at least
as extensive and binding upon the Representatives as the terms of this
Agreement are upon the parties; and
2.4.2. at all times, it is responsible for these Representatives’ compliance with the
obligations set out in this Agreement.
3. Return of Confidential Information
3.1. The Receiving Party shall on receipt of a written request from the Disclosing Party and
within 14 Business Days of receipt of such request:
3.1.1. return to the Disclosing Party or destroy all documents and materials (and all copies
thereof) containing the Disclosing Party’s Confidential Information;
3.1.2. erase all the Disclosing Party’s Confidential Information from its computer systems
or which is stored in electronic form (to the extent possible); and
3.1.3. certify in writing to the Disclosing Party that it has complied with the
requirements of this clause ,
provided that the Receiving Party may retain documents and materials containing,
reflecting, incorporating, or based on the Disclosing Party’s Confidential Information to the
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extent required by law or any applicable governmental or regulatory authority and to the
extent reasonable to permit the Receiving Party to keep evidence that it has performed its
obligations under this Agreement.
3.2. Notwithstanding completion of the Purpose or return of documents and materials as
aforesaid, the Receiving Party will continue to be bound by the undertakings set out in
clause
4. Disclaimer and warranty
4.1. The Disclosing Party reserves all rights in its Confidential Information and no rights or
obligations other than those expressly recited herein are granted or to be implied from this
Agreement. In particular, no licence is hereby granted directly or indirectly under any
patent, invention, discovery, copyright or other intellectual property right now or in the
future held, made, obtained or licensable by the Disclosing Party.
4.2. The Disclosing Party warrants its right to disclose its Confidential Information to the
Receiving Party and to authorise the Receiving Party to use the same for the Purpose.
4.3. Except as expressly stated in clause , the Disclosing Party makes no express or implied warranty
or representation concerning its Confidential Information, or the accuracy or completeness
of the Confidential Information.
4.4. The disclosure of Confidential Information by the Disclosing Party shall not form any offer by,
or representation or warranty on the part of, the Disclosing Party to enter into any further
agreement in relation to the Purpose or the development or supply of any product or
service to which the Confidential Information relates.
5. Remedies
5.1. The Receiving Party acknowledges that damages alone may not be an adequate remedy for
the breach of any of the provisions of this Agreement. Accordingly, without prejudice to
any other rights and remedies it may have, the Disclosing Party shall be entitled to the
granting of equitable relief (including without limitation injunctive relief) concerning any
threatened or actual breach of any of the provisions of this Agreement.
5.2. The Receiving Party shall be liable to the Disclosing Party for the actions or omissions of the
Receiving Party’s Representatives under this Agreement, as if they were the actions or
omissions of the Receiving Party.
6. Confidentiality
From submission of the terms and conditions you agree to keep the existence and nature of this
Agreement confidential and not to use the same or the name of the other party (or of any other
company in that party’s Group and externally) in any publicity, advertisement or other disclosure
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with regard to this Agreement without the prior written consent of Glass Mills Social Enterprise.
External Glass Mill Social Enterprise CIC Software developed by CSR appy and CSR Connector Glass Mill Social Enterprise, the source code is owned by Glass Mill Social Enterprise /Glass Mill Social Enterprise CIC, cannot be used directly or indirectly without written consent by Glass Mill Social Enterprise CIC Director
Michelle Whitely. All projects related to Glass Mill Social Enterprise CIC and Campaigns without written consent from Michelle Whitely from Glass Mill Social Enterprise CIC.
6.1. The Receiving Party undertakes to:
6.1.1. comply with the terms of the Data Protection Act in respect of the Personal Data;
6.1.2. observe in the performance of its duties under this Agreement the data protection
principles as set out in the Data Protection Act; and
Subject to Clause
Return of Confidential , return all Personal Data to the Disclosing Party after use or the expiry or
termination (whichever is earlier) of this Agreement. The Receiving Party shall permit the
Disclosing Party (acting reasonably) access to any of its systems or premises to confirm compliance
with this clause
Subject to Clause
6.1.3. Return of Confidential , return all Personal Data to the Disclosing Party after use or
the expiry or termination (whichever is earlier) of this Agreement. The Receiving
Party shall permit the Disclosing Party (acting reasonably) access to any of its
systems or premises to confirm compliance with this clause
6.2. The Receiving Party will immediately notify the Disclosing Party if it:
6.2.1. becomes aware of any unauthorised or unlawful processing, loss of, damage to,
destruction of or mistake made in relation to the Personal Data;
6.2.2. becomes aware that a disclosure of Personal Data may be required by law;
6.2.3. receives a request from an individual to access their Personal Data or to cease or not
begin processing, or to rectify, block, erase or destroy Personal Data. The parties
will cooperate in promptly investigating and dealing with such request in order
to ensure that the individual's rights under the Data Protection Legislation are
satisfied;
6.2.4. receives any request, correspondence, notice or other communication whether
orally or in writing from the Office of the Information Commissioner, or any other
person, relating to the Personal Data;
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6.2.5. becomes aware of a breach of this clause .
6.3. The Receiving Party acknowledges that any unauthorised access, destruction, alteration,
addition or impediment to access or use of Personal Data when stored in any computer, or
the publication or communication of any fact or document by a person which has come to
his knowledge or into his possession or custody by virtue of the performance of the
disclosure of information under this Agreement may be a criminal offence and/or be likely
to cause significant loss or damage to the Disclosing Party.
6.4. The Receiving Party will indemnify, defend and hold harmless the Disclosing Party and its
respective Agents, permitted successors and assigns from any and all losses arising from or
in connection with any breach by the Receiving Party of the obligations set out in this clause
.
6.5. Nothing in this clause shall relieve the Receiving Party of any liability for the acts or omissions
of its Representatives in relation to the Personal Data.
7. Notices
All notices under this Agreement shall be in writing and shall be sent by pre-paid first-class
registered or recorded delivery post to the party being served at its address specified above or at
such other address of which such party shall have given notice as aforesaid, and marked for the
attention of that party’s signatory to this Agreement. Any notice required to be given under this
Agreement shall be deemed to have been duly received if sent by pre-paid first-class registered or
recorded delivery post, at 9.00am on the second Business Day after posting.
8. No waiver
8.1. Failure to exercise, or any delay in exercising, any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor
shall it preclude or restrict any further exercise of that or any other right or remedy.
8.2. No single or partial exercise of any right or remedy provided under this Agreement or by law
shall preclude or restrict the further exercise of that or any other right or remedy.
9. No partnership
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint
venture between any of the parties, constitute any party the agent of another party, nor authorise
any party to make or enter into any commitments for or on behalf of any other party.
10. Third party rights
10.1. Save as provided below in clause To the extent that Confidential Information relates to a
member of a party’s Group, this Agreement is for the benefit of each such member of that
party’s Group (and their respective successors in title from time to time), who shall have
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the benefit of all rights, benefits and limitations provided for the Disclosing Party in this
Agreement and accordingly are entitled to enforce this Agreement subject to and in
accordance with , a person who is not a party to this Agreement shall not have any rights
under or in connection with it.
10.2. To the extent that Confidential Information relates to a member of a party’s Group, this
Agreement is for the benefit of each such member of that party’s Group (and their
respective successors in title from time to time), who shall have the benefit of all rights,
benefits and limitations provided for the Disclosing Party in this Agreement and accordingly
are entitled to enforce this Agreement subject to and in accordance with its terms as if
references to the Disclosing Party included a reference to them.
10.3. Notwithstanding clause To the extent that Confidential Information relates to a member of
a party’s Group, this Agreement is for the benefit of each such member of that party’s
Group (and their respective successors in title from time to time), who shall have the
benefit of all rights, benefits and limitations provided for the Disclosing Party in this
Agreement and accordingly are entitled to enforce this Agreement subject to and in
accordance with above, the parties may agree to rescind or vary this Agreement without
the consent of any other person or entity.
11. Insider dealing and market abuse
11.1. The Receiving Party acknowledges and agrees that:
11.1.1. the Confidential Information is provided to it in confidence and that until the
Confidential Information has been made public it will maintain the confidential
nature of the Confidential Information and it will not engage in any behaviour in
relation to qualifying investments or relevant related investments (within the
meaning of Part 8 of the Financial Services and Markets Act 2000 (“FSMA”) and
the Code of Market Conduct made pursuant to FSMA) while in possession of the
Confidential Information which would amount to market abuse for the purposes
of FSMA; and
11.1.2. some or all of the Confidential Information may constitute inside information for
the purposes of the Criminal Justice Act 1993 (“CJA”) and accordingly by receiving
such Confidential Information the Receiving Party may become an ‘insider’. The
Receiving Party consents to being made an insider by virtue of receiving the
Confidential Information and acknowledges that, subject to and in accordance
with applicable law, it may not deal in securities that are price-affected securities
(as defined in the CJA) in relation to any such inside information, encourage
another person to deal in price-affected securities or disclose the information
except as permitted by the CJA before the Confidential Information has been
made public.
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12. Term and termination
12.1. If either party decides not to become, or continue to be involved in the Purpose with the
other party it shall notify the other party in writing immediately upon which this Agreement
will terminate. The obligations of each party shall continue notwithstanding any earlier
termination of negotiations or discussions between the parties in relation to the Purpose.
12.2. Termination of this Agreement shall not affect any accrued rights or remedies to which either
party is entitled.
12.3. This Non-Disclosure Agreement shall govern all communications relating to Information
between the parties hereto within the scope of the Purpose during a period of three (3)
years commencing on the date of this Agreement or until such time as this Non-Disclosure
Agreement is expressly superseded by a subsequent agreement between the parties
hereto, whichever is earlier. The Receiving Party shall for a period of three (3) years from
the date of disclosure of Information maintain the Information confidential in accordance
with the terms of this Agreement. The receiving Party shall be free from any confidentiality
obligation, restriction on use and other restrictions regarding Information disclosed by the
Disclosing Party with respect to which such five (5) year period has passed and the
Receiving party may freely use any such Information without restriction. The obligations
set forth in this NonDisclosure Agreement shall survive the termination or expiration of this
Agreement for any reason.
12.4. The provisions of clauses - shall survive termination of this Agreement.
13. Non-assignment
13.1. Save as provided in clause Each party may assign or transfer any or all of its rights and
obligations under this Agreement to any member of its Group for so long as that company
remains a member of the assignor's Group below, this Agreement is personal to the parties
and shall not be assigned or otherwise transferred in whole or in part by either party
without the prior written consent of the other party.
13.2. Each party may assign or transfer any or all of its rights and obligations under this Agreement
to any member of its Group for so long as that company remains a member of the assignor's
Group without consent, provided:
(B.a) the assignor serves notice of any such assignment or transfer on the other party
within 5 Business Days of the assignment or transfer having been made; and
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(B.b) the assignee agrees in writing with the assignor to be bound by all the
obligations of the assignor under this Agreement.
13.3. The assignor shall procure that any assignee assigns any rights assigned to it in accordance
with this 14.3 back to the assignor or another member of the assignor’s Group immediately
before it ceases to be a member of the assignor’s Group.
14. Entire agreement, variation, governing law and jurisdiction
14.1. This Agreement constitutes the entire Agreement and understanding between the parties in
respect of the exchange of information for the Purpose and supersedes all previous
agreements, understandings and undertakings in such respect and all obligations implied
by law to the extent that they conflict with the express provisions of this Agreement.
14.2. This Agreement may not be varied except by written agreement between the parties.
14.3. This Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by
and construed in accordance with English law.
14.4. The parties irrevocably agree that the courts of England and Wales shall have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection with this
Agreement or its subject matter or formation (including non-contractual disputes or
claims).
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