Mutual Non-Disclosure Agreement
Party A: AccelerateNoCode Ltd., of 101 East Pentwyn, Blaina, Abertillery, NP13 3JD ("AccelerateNoCode").
Party B: the organisation identified in the signing form, of the address identified in the signing form ("Client").
Effective date: the date of electronic signature.
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Purpose
The parties wish to discuss and evaluate a potential business relationship concerning software, product development, consultancy or related services (the "Purpose"). In doing so, either party may disclose Confidential Information to the other.
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Confidential Information
"Confidential Information" means any non-public information disclosed by or on behalf of a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether before or after the Effective Date and whether disclosed orally, visually, electronically or in writing, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, product ideas, designs, source code, technical information, security information, customer and supplier information, pricing, financial information, research, processes and know-how.
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Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully known to it without restriction before disclosure; (c) is received lawfully from a third party without a duty of confidence; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
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Obligations
The Receiving Party shall: (a) use Confidential Information only for the Purpose; (b) protect it with at least reasonable care and no less care than it uses for its own similar information; (c) disclose it only to its employees, officers, professional advisers and contractors who need to know it for the Purpose and are bound by confidentiality obligations; and (d) remain responsible for any breach by those persons.
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Required disclosure
A Receiving Party may disclose Confidential Information where required by law, regulation or a court of competent jurisdiction. Where legally permitted, it shall give the Disclosing Party prompt written notice and disclose only the minimum information required.
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Ownership and no commitment
All Confidential Information remains the property of the Disclosing Party. No intellectual property right or licence is granted except the limited right to use the information for the Purpose. Neither party is required to proceed with any proposed transaction or engagement, and Confidential Information is provided without warranty as to completeness or accuracy.
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Return or destruction
On written request, the Receiving Party shall promptly return or securely destroy the Disclosing Party's Confidential Information, except for copies retained automatically in backups or as required by law or professional obligations. Any retained information remains protected by this Agreement.
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Term
This Agreement begins on the Effective Date. The confidentiality and use obligations apply for three years from each disclosure. Information that qualifies as a trade secret remains protected for as long as it continues to qualify as a trade secret under applicable law.
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Remedies
Each party acknowledges that unauthorised use or disclosure may cause harm for which damages alone may not be an adequate remedy. The affected party may seek injunctive or other equitable relief, in addition to any other remedies available.
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General
This Agreement contains the entire agreement between the parties concerning confidentiality for the Purpose and supersedes prior discussions on that subject. Any variation must be in writing and agreed by both parties. A failure or delay in enforcing a right is not a waiver. If any provision is held invalid, the remaining provisions continue in effect. Neither party may assign this Agreement without the other's written consent, except as part of a merger, reorganisation or sale of substantially all relevant assets. Nothing creates a partnership, agency or employment relationship. A person who is not a party has no right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.
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Electronic signature, law and jurisdiction
The parties agree that electronic signatures and counterparts are effective. This Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.