This Non-Disclosure Agreement (“Non-Disclosure Agreement”) is made between:
Templeton and Partners Ltd having its registered office at Templeton House, 33-34 Chiswell Street, London, EC1Y 4SF, UK hereinafter referred to as “the Employment Business” and the Client
THE PARTIES DECLARE THAT THEY HAVE AGREED AS FOLLOWS:
1. DEFINITIONS
For the purpose of this Non-Disclosure Agreement:
“Confidential Information” means any information or data from the Discloser, irrespective of the form and the nature thereof including, but not limited to, trade secrets, know how, specifications (this includes, but is not limited to, candidate profiles and contact information and any related information), designs, models, software, techniques, drawings, processes, as well as industrial and intellectual property rights, business information including the existence and nature of proposals, discussions and negotiations in progress between the parties at any time and in general all information that is confidential in nature, provided by either Party or its employees, pursuant to this Non-Disclosure Agreement.
“Discloser” means the Party that discloses the Confidential Information to the other Party.
“Purpose” means reaching and executing in writing an agreement for the provision of staffing and consultancy services between the Parties.
“Recipient” means the Party receiving the Confidential Information from the other Party.
2. CONFIDENTIALITY OBLIGATIONS
The Recipient shall:
a. use the Confidential Information solely for the Purpose;
b. keep the Confidential Information confidential and not disclose, distribute, or disseminate the Confidential Information to any third party, except to those employees of the Recipient and its affiliated companies, its subcontractors, or its professional advisors who have a need-to-know as reasonably necessary for the Purpose;
c. in general use at least the same degree of care to avoid disclosure of the Confidential Information as it applies with respect to its own confidential proprietary information, but at least use all reasonable care to protect the Confidential Information from unauthorized disclosure.
3. EXCEPTIONS
The obligations of Article 2 shall not apply to any information which:
a. is at the time of the disclosure or becomes later generally available to the public through no wrongful act or default on the part of the Recipient;
b. was already in the Recipient's lawful possession and at its free disposal prior to disclosure by the Discloser;
c. is received by the Recipient in good faith independently from a third party without any restriction and without any obligation of confidentiality;
d. which is independently developed by the Recipient without access to or use of the Confidential Information;
e. is required to be disclosed by the Recipient to comply with applicable laws or governmental regulations. If the Recipient is required to make a disclosure under this sub-paragraph (e) it will, as far as reasonably practicable and permitted, provide prior written notice of such disclosure to the Discloser and take reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.
4. OWNERSHIP
The Recipient agrees that the Discloser is and remains the exclusive owner of the Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. No license or conveyance of any such rights to the Recipient is granted or implied under this Non-Disclosure Agreement.
5. TERM AND TERMINATION
This Non-Disclosure Agreement is effective as of date of signing and continues for one year from that date, unless terminated earlier by written notice form one Party to the other Party. The Recipient’s duties hereunder with respect to Confidential Information will survive the termination or expiration of this Non-Disclosure Agreement (a) indefinitely, in the case of Confidential Information consisting of trade secrets, and (b) for a period of five years after the date of expiration or termination, in the case of all other Confidential Information.
6. DESTRUCTION OR RETURN OF CONFIDENTIAL INFORMATION
Within 10 (ten) business days after expiration or termination of this Non-Disclosure Agreement or after the written request of the Discloser and at its option, whichever is earlier, the Recipient shall return or destroy all Confidential Information and confirm to the Discloser in writing this has been done.
7. DISPUTES AND APPLICABLE LAW
Any dispute, controversy or claim arising out of or in connection with this Non-Disclosure Agreement, or the breach, termination or validity hereof, which cannot be resolved amicably between representatives of the Parties, is exclusively submitted to the competent court in England & Wales. This Non-Disclosure Agreement is governed by and construed and enforced in accordance with the laws of England & Wales.
The Client agrees to abide by the provisions of this Non-Disclosure Agreement
