M u t t u a l l N o n D i i s c l l o s u r r e
A g r r e e m e n t t
C USTOMER N AME
Top-Class Address, Telephone Number, Email, Web Site URL
CONFIDENTIAL

This agreement dated Wednesday, 99 January 2009 and made effective as of Wednesday,
99 January 2009 (Effective Date, BETWEEN Acme Limited of Acme House, 33 Acme Street,
Dublin 2, Ireland AND Top-Class Customer limited, of Top-Class House, Street, City,
Country. The terms “Recipient” and “Discloser” refer to either Acme or Top-Class, as the case may be.
The parties acknowledge that it may be necessary for each of them, as Discloser, to provide to the other, as Recipient, certain information, including trade secret information, considered confidential, valuable and proprietary by Discloser, for the purpose of establishing a possible business relationship between them.
IT IS AGREED :
1.
Interpretation
For the purposes of this Agreement:
“Confidential Information” means all non-public, confidential information or material proprietary to the Disclosing Party or designated as Confidential Information by the
Disclosing Party of or to which the Recipient may obtain knowledge or access through or as a result of the Recipient’s contact and/or relationship with the Disclosing Party.
The Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether tangible or intangible and whether or not reduced to writing): discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, plans, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, development processes, procedures, functions, “know-how”, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information. Confidential information also includes any information described above which Disclosing Party obtains from another party and which Disclosing Party treats as proprietary or designates as Confidential
Information, whether or not owned or developed by Disclosing Party.
2.
Confidentiality
In consideration of the Disclosing Party disclosing information relating to the Project to the Recipient, the Recipient hereby confirms or its understanding and agrees and undertakes as follows:
(a) Disclosing Party makes no warranty, express or implied, as to the accuracy or completeness of the Confidential Information, or as to any software, device or product based upon or developed with reference to the Confidential
Information;
(b) All Confidential Information disclosed by the Disclosing Party shall, between
Disclosing Party and Recipient, remain the property of the Disclosing Party.
In entering into this agreement, and providing Confidential Information in relation to the project, Disclosing Party is not expressly and by implication granting or extending to the Recipient any rights of any kind under any patent, copyright, trademark or other intellectual property right and licence, which
Disclosing Party may have with respect to the Confidential Information.
(c) To use all Confidential Information so disclosed exclusively with a view to evaluating the commercial potential of the Project;
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CONFIDENTIAL

(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
To maintain strictly confidential all Confidential Information that it may acquire in any manner and not disclose the Confidential Information to any other person, firm, corporation or other enterprise unless previously agreed to by further written agreement of the Parties;
No Confidential Information shall be disclosed to any officer, employee, subcontractor, or to any government or agency thereof, or agent of the
Recipient, unless such person shall have a need to know such information in order to evaluate and complete the Project. The Recipient will advise its employees who have access to any Confidential Information of the confidential nature thereof and of the limitation with respect to its permitted use to the above-stated purpose.
The Recipient will take all reasonable security precautions, but in no event less than the precautions the Recipient takes to protect its own confidential information, to maintain the status of the Confidential Information and to prevent any access, disclosure, and/or use of any of the Confidential
Information by anyone other than those individuals designated to the recipient to the Disclosing Party.
The Recipient will segregate the Confidential Information from the Recipient’s own confidential information and the confidential information of any others to prevent commingling.
The Recipient will notify the Disclosing Party immediately upon the discovery of any unauthorized use of or disclosure of the Confidential Information, or of any other breach of or non-compliance with this Agreement, by the Recipient and/or any others, and cooperate with the Disclosed Party in every reasonable way to help the Disclosed Party regain possession of the
Confidential Information and/or prevent its unauthorized use.
If employment or appointment with the Recipient or any of its agents or any individual with possession and/or access to the Confidential Information is terminated, the Recipient shall use its best efforts to recover any Confidential
Information in such pers on’s custody or control.
In the event that the Recipient and/or any of its employees receives any inquiry about the Confidential Information or the Disclosing Party from any third party, the Recipient shall refuse to comment and will refer any material inquiry to the Disclosing Party and promptly notify the Disclosing Party of the name of the person making the material inquiry and, if available, their phone number.
The Recipient shall not remove any copyright notice, trademark notice, and/or other proprietary legend or indication of confidentiality set forth or contained in any of the Confidential Information.
The Recipient shall not copy or reproduce any of the Confidential Information except as expressly authorized in writing by the Disclosing Party. The
Recipient agrees to turn over to the Disclosing Party all copies of any
Confidential Information upon request by the Disclosing Party.
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CONFIDENTIAL

(m)
(n)
(o)
(p)
(q)
(r)
(s)
The Recipient shall not disassemble or decompile software, or otherwise attempt to reverse engineer the design and function of any component of the
Confidential Information being developed by the Disclosing Party.
The Recipient shall not develop, manufacture and/or produce software and/or hardware products that were derived from or developed with reference to, or which otherwise incorporate, any of the Confidential Information, without entering into a separate licensing agreement.
Upon request of the Recipient, the Disclosing Party may in its sole discretion give permission, valid only to the extent given in writing and signed by a duly authorized representative of the Disclosing Party, to the Recipient to disclose
Confidential Information otherwise required to be kept confidential by this
Agreement.
The Recipient agrees to indemnify and hold the Disclosing Party harmless from and against all claims, losses, liabilities, damages, expenses, costs, judgments and settlements (including reasonable attorney’s fees) resulting from a breach of this Agreement by the Recipient and/or any of its offices, employees, sub-contractors, agents or permitted assigns.
Because of the unique nature of the Confidential Information, the Recipient understands and agrees that the Disclosing Party will suffer irreparable harm in the event that the Recipient fails to comply with any of its obligations set forth herein and that monetary damages will be inadequate to compensate the Disclosing Party for such breach. Accordingly, the Recipient agrees that the Disclosing Party will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the provisions herein.
The Recipient agrees that if it fails to comply with its obligations as set forth herein, the Disclosing Party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or benefits which the
Recipient directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief or other remedies to which the Disclosing Party may be entitled, at law or in equity, under this
Agreement.
The Recipient shall not have the right to assign this Agreement or any portion hereof without the prior written consent of the Disclosing Party. Any assignment without such consent shall be void and is a material breach hereof. Subject to the foregoing, this Agreement shall be binding upon the successors, authorized assigns of the Recipient, shall inure to the successors and authorized assigns of the Disclosing Party. No oral agreement, statement or representation shall alter its provisions.
(t)
(u)
Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or the Party concerned may notify as from time to time.
The failure of the Disclosing Party to insist upon or enforce strict performance of any provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of the Disclosing Party’s right to assert or rely upon such
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CONFIDENTIAL

provisions, rights or remedies in that or any other instance, but rather, the same shall remain in full force and effect.
3.
Exceptions
The Recipient shall not have an obligation to maintain the status of any Confidential
Information, which the Recipient can demonstrate:
(a) was already in the possession of the Recipient and at its free disposal before the disclosure to the Recipient by the Disclosing Party;
(b) is subsequently disclosed to the Recipient by a third party who is not in breach of any obligation of confidence;
(c) is or becomes generally available to the public through no act or default on the part of the Recipient or the Recipient’s offices, employees, sub-contractors, agents or permitted assigns;
(d) is disclosed by the Recipient in compliance with a legal requirement or in connection with legal proceedings provided that: (i) the Disclosing Party is notified of any intended disclosure pursuant to this clause 3(d) as soon as is reasonably practicable; (ii) the Recipient seeks confidential treatment of the information disclosed; and (3) the Recipient shall comply with any applicable protective order or equivalent. The Recipient agrees that the Disclosing Party and its legal counsel may participate in any proceedings respecting the potential disclosure of the Confidential Information. The Recipient and its counsel shall provide such assistance to the Disclosing Party as it may reasonably request to prevent the disclosure of the Confidential Information as a result of such judicial or other governmental order or otherwise.
(e) is disclosed by the Recipient with the prior written approval of the Disclosing
Party, which specifies the proposed discloser, and the purpose of the intended disclosure.
4.
Title
Nothing in or done pursuant to this Agreement shall operate so as to transfer or licence to the Recipient any right, title or interest in relation to any of the Confidential
Information, unless expressly agreed in writing by the Parties.
5.
Duration
The Recipient’s obligations herewith shall continue until the third anniversary of the date of this Agreement.
6.
Entire Agreement; Amendment
This Agreement constitutes the entire agreement between the parties relating to the matters discussed herein and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties, whether oral or written.
Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect. This Agreement may be amended or modified only with the mutual written consent of the parties.
7.
Governing Law
The laws of Ireland shall govern the construction, validity and performance of this
Agreement.
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CONFIDENTIAL

In witness whereof, the parties’ authorised representatives have signed this Agreement;
Top-Class Customer Limited Acme Ltd.
On behalf of its Affiliates
By: _________________________
(Authorised Signature)
By: _________________________
(Authorised Signature)
Name: _________________________
Title: _________________________
Name: Joe Bloggs
Title: CEO
Top-Class Address, Telephone Number, Email, Web Site URL
CONFIDENTIAL