Coda Standard Confidentiality Agreement

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Coda Standard Confidentiality Agreement

Folgate Road, North Walsham Norfolk, England, NR28 0AJ Tel: 01692 501020 Fax: 01692 501030 Registered in England No 1116956

Enter Your Name Enter Your Company Name Address Line 1 Address Line 2 Address Line 3 Address Line 4 Postcode

THIS CONFIDENTIALITY AND MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into this Enter Date, by and between Coda Plastics Ltd and its subsidiary and associated undertakings ("Coda Plastics Ltd") and Enter Your Company Name and associated undertakings ("Enter Your Company Name"), having his principal place of business located at the above address ( jointly hereinafter referred to as the “Parties”).

Confidential information. For the purposes of this agreement, the term ("Information") shall mean all information including without limitation all information disclosed by the parties whether before or after the date of this agreement or information observed by the parties on a visit to the offices or sites of the parties, whether or not the information is disclosed in writing, verbally or by any other means. By way of illustration, but not limitation, the Confidential Information may include details of trademarks, service marks, design rights, drawings, methods, techniques, projects, developments, designs, processes, know how, product specifications, product samples, concept samples, formulation details, supplier information, business plans, research data, patents, computer programs, relevant contacts information observed or learned from visits to any offices or sites, and third party visits.

The parties desire to make a mutual exchange of confidential business and/or technological information. In furtherance of the need to protect the information from unauthorized use and disclosure, and in consideration of the mutual disclosures, the parties agree as follows:

1. Scope. This Agreement shall apply to all confidential and proprietary information (the “Information”) disclosed by one party to the other party during the terms stated below.

2. Term. This Agreement shall be in effect for a period of five (5) years from the date written above, unless modified by mutual written agreement between the parties. Confidentiality of information shall be extended for a period of five (5) years from the date of receipt of information unless extended by mutual written agreement between the parties.

3. Confidentiality. Each party agrees: (a) to hold the other party’s Information in strict confidence; (b) not to disclose the Information to any third parties, except such party’s attorneys and other professional advisors with a bona fide need to know and who are instructed and agree to maintain the confidentiality of the Information; and (c) not to

Confidential Page 1 of 3 use the Information for any purpose except the mutual business purposes determined by the parties. Each party may disclose the other party’s Information to its responsible employees with a bona fide need to know. Each party agrees to instruct all such employees of the restrictions herein.

4. Exclusions. The following categories of information are excluded from the Information contemplated by this Agreement: (a) information received by the party from a third party not under a similar restriction; (b) information available in the public domain through no wrongful act of the receiving party herein; (c) information demonstrably conceived by or known by the receiving party prior to disclosure; or (d) information required to be disclosed pursuant to law, provided the receiving party gives the disclosing party reasonable notice of the required disclosure.

5. No License. Each party acknowledges and agrees that nothing contained in this Agreement shall be construed as granting any rights to the receiving party, by license or otherwise, to any of the disclosing party’s Information, except as specified in this Agreement.

6. Assignment. This Agreement may not be assigned by either party without the express written consent of the other party.

7. Modifications. This Agreement may not be amended or modified except by a writing executed by the parties hereto.

8. Governing Law. This agreement and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with the laws of England. All disputes or claims arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts to which you and we irrevocably submit.

9. Remedies. Without prejudice to any other rights or remedies that the parties may have, the parties acknowledge and agrees that damages alone would not be an adequate remedy for any breach of the provisions of this agreement and that accordingly the parties shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this agreement.

We hereby agree to the above I hereby agree to the above For and on behalf of Coda Plastics Ltd For and on behalf of Enter Your Company Name

Name: Simon Girdlestone Name: Enter Your Name Title: Sales Director Title:

Signature: Signature:

Confidential Page 2 of 3 Date: Enter Date Date: Enter Date

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