Mutual Non-Disclosure Agreement (NDA)

• Confidential Information means non-public information disclosed by either party, in any form, that is marked confidential or would reasonably be considered confidential. It includes business, technical, product, financial, customer, security and system details, sample data, credentials, and documentation.
• Discloser is the party sharing information. Recipient is the party receiving it.
• Permitted Purpose is the purpose stated in the cover sheet.

• Use Confidential Information only for the Permitted Purpose.
• Limit access to people who need it for that purpose and who are bound by confidentiality.
• Keep it secure using reasonable technical and organisational measures.
• Do not copy, reverse engineer, or decompile materials except as needed for the purpose.
• Tell the Discloser promptly about any suspected unauthorised access or disclosure.

Information is not confidential if the Recipient shows that it:

• is or becomes public other than through breach;
• was already known to the Recipient without duty of confidence;
• was independently developed without use of the Discloser’s information; or
• was lawfully received from a third party without duty of confidence.

• If the Recipient must disclose by law, court, or regulator, it may do so.
• Where lawful, the Recipient will give prompt notice and limit disclosure to what is required.

• Confidential Information remains the property of the Discloser.
• No licence or rights are granted except to use for the Permitted Purpose.

• On request, the Recipient will return or delete Confidential Information and confirm completion.
• The Recipient may keep one archival copy for legal or audit reasons, kept confidential.

Unaided memories of general ideas, skills, or know-how are not restricted, but the Recipient must not disclose source materials or use them to compete unfairly.

• Information is provided “as is”. No warranty is given about accuracy or completeness.
• Nothing limits liability for fraud or for death or personal injury caused by negligence.
• Otherwise, each party’s total liability under this NDA is capped at £25,000. No indirect or consequential loss.

• This NDA starts on the Effective date and runs for the Term in the cover sheet.
• Confidentiality duties for trade secrets survive for as long as the information remains a trade secret; otherwise for 3 years after disclosure.

• Law: England and Wales. Courts of England and Wales have exclusive jurisdiction.
• Assignment: no assignment without consent (except to a group company).
• Entire agreement: this NDA is the entire agreement on confidentiality for the Permitted Purpose.
• Notices: send by email to the contacts in the cover sheet.

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