MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
In order to protect certain confidential information which may be disclosed by and between
…………………………………………………………………………….
whose registered office is at ………………………………………………………..
and Ten Live Group whose registered office is at Atrium Business Centre, North Caldeen
Road, Coatbridge ML5 4EF (The Recipient).
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This Agreement controls all written electronic or oral information that is disclosed
by and between …………………………..and “The Recipient” (the”Confidential
Information”) at any time regarding the possible establishment of a business
relationship between ……………………… and “The Recipient”.
The parties’ duties under Paragraphs 3 and 4 of this Agreement shall continue
indefinitely.
Both parties agree that the Confidential Information disclosed by either party
under this (“Disclosing Party”) is for the sole purpose of enabling the parties to
this Agreement to initially evaluate the possible creation of a business
relationship set forth in Paragraph 1 and, if it is determined that such a
relationship is warranted, to disclose such Confidential Information as is
necessary to promote, facilitate, and maintain such information by using the same
degree of care, but no less than a reasonable degree of care, to prevent the
unauthorised disclosure of the Confidential Information as they would use to
protect their own Confidential Information of a like nature. Both parties shall
allow access to the Confidential Information exclusively to those of their
employees who have a reasonable need to see and use it for the permitted
purpose; provided, however, that such party (“Receiving Party”) shall make any
such employee aware of the confidential nature of such information, and the
restricted use thereof, at the time such information is disclosed to any such
employee.
In the event that either party is required by judicial or administrative process to
disclose Confidential Information, such party shall promptly notify the other party
prior to any such disclosure so that the other party may seek a protective order or
other appropriate remedy. In the event that such a protective order or remedy is
obtained, the Receiving Party shall furnish only that portion of the Confidential
Information that it is legally required and shall disclose such Confidential
Information in a manner reasonably designed to preserve its confidential nature.
Both parties duties under Paragraphs 3 and 4 of this Agreement shall apply to
information that is disclosed by the Disclosing Party verbally or in writing at any
time prior to and/or during their performance of the Purpose, as mutually agreed
by and between …………………………… and “The Recipient”.
This Agreement imposes no obligation upon the parties with respect to
information that (a) was in the other party’s possession before receipt from
disclosing party and is so demonstrated promptly; (b) is or becomes available to
the public through no fault of the Receiving Party; (c) is received in good faith by
the Receiving Party from a third party who is not subject to an obligation of
confidentiality owed to Disclosing Party; (d) is independently developed by
Receiving Party without reference to information received hereunder; (e) was
disclosed by the Receiving Party pursuant to the written perm ission of the
Disclosing Party; (f) was in the public domain at the time of the disclosure, without
breach of this Agreement; (g) was known to or contained in the records of the
Ten Live Group – Global Labour Resource Providers
Atrium, North Caldeen Road, Coatbridge, ML5 4EF
www.tenlivegroup.com email info@tenlivegroup.com
++(0)1236 702007 tel ++ (0)1236 702157 fax co reg SC369924
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Receiving Party from a source other than the Disclosing Party at the time of the
disclosure and is so demonstrated; or (h) must be disclosed pursuant to a legal
obligation beyond the control of …………………………………. and “The
Recipient”.
Both parties agree not to use any such information for any purposes other than
the Purpose defined in this Agreement, and they agree not to disclose the
Confidential Information to any third parties other than those specifically
permitted within the terms of this Agreement.
Neither party acquires any license under intellectual property rights of the other
party pursuant to this Agreement.
Neither party has an obligation under this Agreement to purchase any service or
item from the other party.
Neither party has an obligation under this Agreement to offer for sale products
using or incorporating information.
The parties do not intend that any agency or partnership relationship be created
between them by this Agreement.
Both parties agree upon request from the other party to immediately return all
documents and other material in their possession, custody or control that record
or incorporate any part of the Confidential Information, and all copies thereof
which may have been made by or on behalf of them. The parties also agree
upon request from the other party to destroy all written or computerised notes,
analyses, studies or other material which contain or are based upon any
Confidential Information.
All additions or modifications to this Agreement must be made in writing and must
be executed by both parties.
The Effective Date of this Agreement is the last date it is executed by the parties
as noted below.
In the event of a breach by either party of this Agreement, the other party shall be
entitled to injunctive relief to restrain and enjoin such breach, in addition to any
other remedy at law or equity.
The failure or delay of a party in exercising any right, power or remedy hereunder
shall not constitute a waiver of any such right, power or remedy, or of the right of
such party to enforce such right, power or remedy.
The Agreement shall be governed by and construed in accordance with the laws
of Scotland and the parties submit to the exclusive jurisdiction of the Scottish
Courts.
For and on behalf of:
For and on behalf of:
Ten Live Group
Atrium Business Centre
Coatbridge
…………………………..
…………………………..
…………………………..
By:
Print Name:
Title:
Date:
By:
Print Name:
Title:
Date:
Ten Live Group – Global Labour Resource Providers
Atrium, North Caldeen Road, Coatbridge, ML5 4EF
www.tenlivegroup.com email info@tenlivegroup.com
++(0)1236 702007 tel ++ (0)1236 702157 fax co reg SC369924