This Mutual Non-Disclosure Agreement (the "Agreement") is dated and is between:
(1) Hubpeople Limited, a company incorporated and registered in the Isle of Man (Company No. 114690C), whose registered office is at Third Floor, Rose House, 51–59 Circular Road, Douglas, Isle of Man, IM1 1AZ ("Hubpeople"); and
(2) , a company incorporated in , whose registered office or principal place of business is at (the "Business Partner"),
each a "party" and together the "parties".
Purpose
The parties wish to discuss, evaluate and, if they agree, pursue a possible business relationship between them (the Purpose). In doing so, each party may share Confidential Information with the other.
This Agreement sets out how each party will protect the other's Confidential Information. It applies equally to both parties, each of which may be a Disclosing Party or a Receiving Party.
Definitions
In this Agreement:
Confidential Information means any information, in any form (including oral, written, visual or electronic), that a party (the Disclosing Party) or its Representatives share with the other party (the Receiving Party) or its Representatives in connection with the Purpose, whether before or after the date of this Agreement, and which is marked or identified as confidential, or which a reasonable person would understand to be confidential from its nature or the circumstances in which it is shared. It includes information about the Disclosing Party's business, products, platforms, technology, software (including source and object code), algorithms, data, security measures, members, users, customers, partners, suppliers, pricing, revenue share and commercial terms, finances, plans and know-how, and the fact and content of the parties' discussions.
Personal Data has the meaning given in the Data Protection Act 2018 of the Isle of Man and the GDPR as it applies in the Isle of Man.
Representatives means a party's directors, officers, employees, contractors and professional advisers, and those of its group companies.
Confidentiality Obligations
The Receiving Party shall:
use the Disclosing Party's Confidential Information only for the Purpose;
keep it confidential and not disclose it to anyone except as allowed by this Agreement;
protect it with at least the same degree of care it uses for its own confidential information of a similar kind, and never less than reasonable care; and
tell the Disclosing Party promptly in writing if it becomes aware of any actual or suspected loss, misuse or unauthorised disclosure of the Disclosing Party's Confidential Information, and take reasonable steps to limit it.
The Receiving Party may disclose Confidential Information to its Representatives who need to know it for the Purpose, provided that each of them is told it is confidential and is bound by duties of confidentiality no less protective than those in this Agreement. The Receiving Party is responsible for any breach of this Agreement by its Representatives.
The Receiving Party shall not copy, reverse engineer, decompile, disassemble or create derivative works from any software, systems or technical material in the Disclosing Party's Confidential Information, except as the Disclosing Party agrees in writing.
Exceptions
The obligations in Section 3 do not apply to information that the Receiving Party can show:
is or becomes publicly available other than through a breach of this Agreement;
was lawfully in its possession, without any duty of confidentiality, before it was disclosed under this Agreement;
it received from a third party who was free to disclose it without restriction;
was developed independently by or for it, without use of or reference to the Disclosing Party's Confidential Information; or
the Disclosing Party has agreed in writing may be disclosed.
Disclosure Required by Law
The Receiving Party may disclose Confidential Information to the extent it is required to do so by law, regulation, a court order or a competent regulatory or governmental authority, provided that, where lawful, it gives the Disclosing Party prompt notice of the requirement, discloses only what is required, and gives reasonable help if the Disclosing Party seeks to limit or protect the disclosure.
Nothing in this Agreement prevents either party, or any individual, from reporting a suspected breach of the law to a regulator or law enforcement body, or from making any disclosure that is protected by law.
Personal Data
The parties do not intend to share Personal Data for the Purpose. Where it is necessary to do so, the Disclosing Party shall share only the minimum needed, and each party shall comply with the data protection law that applies to it.
The Receiving Party shall use any Personal Data it receives only for the Purpose, keep it secure, and delete it when it is no longer needed for the Purpose. If either party will process Personal Data on the other's behalf, the parties shall first enter into a separate written data processing agreement.
Return and Destruction
Within 14 days of the Disclosing Party's written request, or of either party deciding not to proceed with the Purpose, the Receiving Party shall return or securely destroy the Disclosing Party's Confidential Information, including copies and any notes or analyses containing it, and shall confirm in writing, if asked, that it has done so.
The Receiving Party may keep a copy where it is required to do so by law or regulation, or where the information is held in automatic electronic backups that cannot reasonably be deleted, as long as that copy is not accessed or used and remains subject to this Agreement.
No Licence, Warranty or Obligation to Proceed
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement gives the Receiving Party any licence or other right in the Disclosing Party's Confidential Information or intellectual property, except the limited right to use it for the Purpose.
Confidential Information is provided as it is. The Disclosing Party gives no warranty as to its accuracy or completeness, and has no liability for the Receiving Party's use of it, except as agreed in any later written agreement.
Neither party is obliged to share any particular information, or to enter into any further agreement or transaction. Either party may end discussions at any time.
Publicity and Non-Disparagement
Neither party shall announce or disclose to anyone the existence or content of the parties' discussions, or any relationship between them, without the other's prior written consent, except as required by law under Section 5.
During the term of this Agreement, neither party shall make any public statement intended to disparage the other party, its products or services, or its directors, officers or employees.
Term
This Agreement starts on the date it is signed by both parties and continues for 1 year, unless replaced earlier by a definitive agreement between the parties that contains confidentiality obligations covering the same information.
The obligations in Sections 3 to 7 continue for 3 years after this Agreement ends. They continue for as long as the information remains confidential in the case of trade secrets and source code, and for as long as the information is held in the case of Personal Data.
Remedies
Each party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement, and that the Disclosing Party is entitled to seek an injunction, specific performance or other equitable relief for any actual or threatened breach, in addition to any other remedy available to it.
General
Relationship. The parties are independent. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.
Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement or understanding about it.
Changes and waiver. This Agreement may be changed only in writing signed by both parties. A failure or delay in exercising a right is not a waiver of it.
Severability. If any part of this Agreement is found invalid or unenforceable, it shall be changed to the minimum extent needed to make it enforceable, and the rest of this Agreement shall continue in force.
Assignment. Neither party may assign or transfer this Agreement without the other's prior written consent, except to a group company or to a successor to all or substantially all of its business, which agrees in writing to be bound by it.
Third parties. No one other than the parties has any right to enforce this Agreement, and the Contracts (Rights of Third Parties) Act 2001 of the Isle of Man does not apply to it.
Notices. Notices under this Agreement shall be in writing and sent by email or post to the addresses given below, or to any other address a party notifies to the other.
Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and which together form one agreement.
Governing law and jurisdiction. This Agreement, and any dispute or claim arising out of or in connection with it, is governed by the laws of the Isle of Man. The courts of the Isle of Man have exclusive jurisdiction, except that either party may seek an injunction or other urgent relief in any court of competent jurisdiction.
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Address: Third Floor, Rose House, 51–59 Circular Road, Douglas, Isle of Man, IM1 1AZ
Name:
Title:
Signature:
Date:
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Email for notices: