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This Non-Disclosure Agreement
(hereinafter: Agreement)
between
Service Purchaser
as defined by
email communications and email address
and
Paradigm Interactions Limited
- hereinafter jointly referred to as "PARTIES" -
WHEREAS the PARTIES have discussed their intention to use the services of Paradigm Interactions (hereinafter referred as “the Purpose of this Agreement“), and the PARTIES intend to share certain information of a confidential nature ("Confidential Information"). The PARTIES therefore wish to enter into this Agreement to govern the confidentiality obligations between them as either being the Receiving - or Disclosing PARTY.
This agreement comes into effect immediately that an order has been placed for services from, Paradigm Interactions.
NOW IT IS AGREED as follows:
1.1 Each PARTY may from time to time in its absolute discretion provide Confidential Information to the other PARTY. All Confidential Information which is disclosed by a PARTY to the other is to be protected hereby:
if in writing or other tangible form, (i) when conspicuously labeled as confidential at the time of delivery; (ii) when the disclosed information relates to the business of the Disclosing PARTY; or (iii) when the Receiving PARTY knows that the information is confidential or (iv) a reasonable person under the circumstances would know, or have reason to believe that the information is confidential;
if oral, (i) when identified as confidential or (ii) when the disclosed information relates to the business of the Disclosing PARTY or (iii) when the Receiving PARTY knows that the information is confidential or (iv) a reasonable person under the circumstances would know or have reasons to believe that the information is confidential. The PARTIES shall use their best efforts to reduce such oral statements to writing or other tangible form and deliver a written summary within thirty (30) days from the original date of disclosure to the Receiving PARTY
The PARTIES agree that they will not distribute, disclose or otherwise disseminate Confidential Information except on a “need-to-know-basis” unless:
such Confidential Information is or becomes generally available to the public other than as a result of a breach of this Agreement; or
such Confidential Information was already in possession of the Receiving PARTY without restriction prior to any disclosure hereunder; or
such Confidential Information is or has been lawfully disclosed to the Receiving PARTY by a third party, not employed by or otherwise affiliated with the Disclosing PARTY who is free lawfully to disclose the same; or
such Confidential Information is independently developed by personnel having no access to the Confidential Information by the Receiving PARTY and no Confidential Information disclosed hereunder has been used directly or indirectly for such development as proven by the written records of the Receiving PARTY; or
such Confidential Information is mandatory requested to be disclosed by any rule, court, law, state, agency or political subdivision thereof having jurisdiction.
In consideration of it being provided with Confidential Information each of the PARTIES agrees:
that Confidential Information received by a PARTY shall be used for no purpose other than for the Purpose of this Agreement;
that contractors, agents, advisors and representatives may be given access to Confidential Information only after prior written permission of the Disclosing PARTY and after such contractors agents, advisors and representatives have accepted obligations of confidentiality similar to those contained in this Agreement.
to copy, reproduce or analyse, evaluate and/or test the Confidential Information only to the extent reasonably necessary in connection with the Purpose of this Agreement (the Receiving PARTY shall prominently mark each copy, reproduction or transmission by the label “confidential" or any other similar label) and to keep the Confidential Information under security conditions no less rigorous than those used for Confidential Information of the Receiving PARTY of equivalent sensitivity, and in any event taking reasonable precautions for its safe custody;
to return promptly all Confidential Information to the Disclosing PARTY as provided to in clause 2 hereof.
In addition, without the prior written consent of the other PARTY and unless otherwise agreed between the PARTIES, the PARTIES agree not to disclose to any third party the fact that discussions are taking place and any of the terms, conditions or other facts with respect to the Purpose of this Agreement except if that disclosure is expressly required in accordance with clause 1.2 (e) above. In such a case the PARTY who is required to disclose this information must have informed the other PARTY as soon as it is aware that such disclosure is required, notified the other PARTY of the disclosure which is proposed to be made and given to this PARTY this opportunity to comment regarding the necessity or the form of such disclosure.
Upon termination of this Agreement or sooner upon Disclosing PARTY´s written request the Receiving PARTY shall immediately undertake to return, to destroy or to extinguish any written or otherwise recorded information received from the other PARTY, including any copies made, to the other PARTY. The PARTY requesting that all written information be returned, destroyed or extinguished must be issued with confirmation that all such information has been returned, destroyed or extinguished. The PARTIES acknowledge, however, that Confidential Information provided in electronic format (e.g. e-mail) may be copied by the Receiving PARTY as part of its back-up procedures and if such copies can not be destroyed or returned to the Disclosing PARTY each PARTY agrees that it shall not access or utilize such copies following receipt of a request to return, destroy or extinguish Confidential Information received from the Disclosing PARTY.
The Confidential Information is provided in good faith but without any representations or warranty, whatever that it is accurate or complete. For the avoidance of doubt, both PARTIES nevertheless agree to use reasonable endeavors to provide the other PARTY with accurate and complete information.
3.2. It is understood that this Agreement is not intended to and does not obligate either PARTY to enter into further agreements or to proceed with any possible relationship or other transaction.
4.1. The PARTIES shall procure the observance of this Agreement by their respective advisors, contractors, agents and representatives as if such advisors, contractors, agents and representatives were PARTIES to this Agreement.
This Agreement shall become effective as of the first electronic (email) communication received and shall continue for a period of three (3) years. Unless otherwise agreed to in writing electronic (email) communication by the PARTIES hereto, the obligations set forth herein shall survive any termination of this Agreement for a period of five (5) years from the date of any such termination.
The PARTIES agree that monetary damages may not be sufficient remedy for any breach of this Agreement and the Disclosing Party shall be entitled to seek injunctive relief to remedy or prevent any breach or threatened breach of this Agreement by the Receiving Party. Such remedy shall be in addition to all other remedies available in law or in equity.
4.4. Nothing contained in this Agreement shall be construed as granting or conferring rights by transfer of property, licence or otherwise in any Confidential Information. All rights in the Confidential Information are reserved by the Disclosing PARTY and shall remain its property (including copies made by the Receiving PARTY) and no rights or obligations other than those expressed herein are granted or to be implied from this Agreement.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The relevant provision shall then be replaced by a valid arrangement which comes as close as possible to the relevant provision.
The present Agreement is construed in accordance with the Laws of England & Wales and of Scotland.
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