This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is made this

[insert date]……………………………………… between National Web Design Limited and …………………….  (the “Parties”).

 

1. Introduction
   The Parties intend to engage, or are engaging, in discussions regarding certain proprietary technical and commercial information and/or potential business opportunities (“Discussions”), during the course of which both Parties may have access to or receive information from the other, such as information relating to the business models, products, customers or administrative, sales, marketing, financial or manufacturing activities of the other.
   
   All such information, including any materials embodying such information, which is designated as confidential or proprietary, whether disclosed orally or in written (including electronic) form or otherwise, shall be considered by the other as proprietary and confidential ("Proprietary Information").
   
   
2. Non disclosure
   As consideration for having access to or receiving any Proprietary Information, each Party agrees it shall use at least the same efforts to protect the confidentiality of the Proprietary Information as it uses to protect its own proprietary information and shall not disclose or disseminate, or permit any of its employees to disclose or disseminate, the Proprietary Information to any third party without the other's prior written consent.
   
   Neither Party shall disclose any of the Proprietary Information to any person other than those of its directors, officers or employees and professional advisers who need to know the Proprietary Information for the purpose of the Discussions.
   
   The undertakings and obligations of each Party under this paragraph 2 shall not apply, however, to any information which it can establish to have:  (i) become publicly known through no action on the recipient's part;  (ii) was lawfully in the possession of the recipient prior to receipt;  (iii) been independently developed by the recipient;  (iv) been approved for public release by the other's written authorisation; or (v) been required to be released in any judicial or legislative proceeding.
   
   
3. Return of Proprietary Information
   Upon the termination of any business discussions or relationship between the Parties, or at either Party's request, the other Party shall deliver to the disclosing Party all files, documents, computer programs, notes, memoranda and other media (and all copies and reproductions of any of the foregoing) belonging to the disclosing party in its possession or control to the extent same contain Proprietary Information
   
   
4. Non-solicitation
   Each Party agrees it shall not solicit the employment, directly, or indirectly, of any of the other Party's employees or contractors during the period of any business discussions between the two Parties and for a period of six months thereafter, without the express written approval of the other.
   
   In the event of a breach of this clause, the Party in breach shall pay to the other, on demand, a sum equivalent to the gross annual remuneration of the employee or contractor so solicited.
   
   
5. Miscellaneous Provisions
   This Agreement constitutes the entire agreement and understanding between the Parties and integrates all prior and contemporaneous discussions between them related to the subject matter hereof.
   
   No amendment to this Agreement shall be valid unless it is in writing and signed by both Parties.  This Agreement shall be binding upon the respective successors and assigns of the Parties hereto. No delay or omission by either Party in exercising any right under this Agreement shall operate as a waiver of that or any other right.
   
   If any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of applicability, such court  shall have the power, and is hereby directed, to limit such scope, duration or area of applicability or all of them, so that such term or provisions is not overly broad, and to enforce the same as so limited.  Subject to the foregoing sentence, if any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only such provision and shall not affect or invalidate any other provision of this Agreement.
   

This Agreement is governed by the laws of England.

IN WITNESS WHEREOF, duly authorised representatives of the Parties have executed this Agreement as of the dates set forth below.

 

For and on behalf of                                                   For and on behalf of
National Web Design Limited

 

Name:                                                                         Name:

                     

Title:                                                                            Title:

 

Signature:                                                                    Signature:

 

Date:                                                                           Date:

 

Address:                                                                      Address: