Non-Disclosure Agreement

Last Updated: Nov 29, 2012 08:18PM GMT

THIS AGREEMENT is made BETWEEN: The Client and The Designer, collectively referred to as "The Parties".

Both Parties wish to exchange some Information, which the Parties consider to be proprietary, which information is more fully described below ("The Proprietary Information"). The Parties require access to the Proprietary Information for the purpose of discussing possible business relationships ("The Purpose"). This Non-Disclosure Agreement will also apply in the event that an actual business relationship arises from these discussions.

"Subject" shall mean any details of a technical or commercial nature, or otherwise relating to any work currently being undertaken or planned to be undertaken by either of the Parties or by their customers, including but not limited to implementation details and source code of either Parties’ software products, and details of either Parties’ current and future projects.

1. Both Parties may disclose and/or provide to the other party certain confidential information, including, but not limited to, documentation, drawings, specifications, diagrams, plans, notes, data, patterns, models, samples, software, software applications, computer outputs, computer output applications, financial information, sales and marketing plans, business plans, or other materials or records relating to the Subject ("The Proprietary Information"). The Parties shall mark as "confidential" any information that they consider to be Proprietary Information, or if the information is orally or visually disclosed, shall identify it as confidential at the time of such disclosure. Both Parties understand that all source code and documentation to source code is considered confidential even if not so marked.

2. Both Parties agree to keep the Proprietary Information (whether supplied in reproducible or un-reproducible form) entirely confidential. A Recipient undertakes:
To use the Proprietary Information for the sole purpose of enabling fulfilment of the Purpose.
Not to alter, decompile, disassemble, reverse engineer or otherwise modify the Proprietary Information.

To take all reasonable measures to protect the confidentiality and avoid the unauthorised use, disclosure, publication or dissemination of the Proprietary Information, providing however that such measures are no less stringent than the measures taken to protect its own confidential and proprietary information.

To ensure that the Proprietary Information is disclosed only to those employees of the Recipient to whom such disclosure is strictly necessary for the purposes envisaged by this Agreement and from whom secrecy undertakings in writing have been obtained which are materially similar to those herein.
Not to use any Proprietary Information to enable the Recipient or any third party to attract customers away from the Discloser or to attempt to procure a commercial advantage over the Discloser, and to give notice to the Discloser immediately of any unauthorised use or disclosure of the Discloser's Proprietary Information. The Parties agree that a Recipient will, at the Discloser's request, take commercially reasonable measures to remedy such unauthorised use or disclosure of the Discloser's Proprietary Information and to minimise the loss which the Discloser may otherwise suffer as a result, at the Recipient's own expense.

3. The obligations as to non-disclosure and non-use set out in Clause 2 shall not apply to Proprietary Information which a Recipient can demonstrate:
Is known to the Recipient prior to disclosure from the Discloser (as evidenced by written records pre-dating such disclosure); or Becomes part of the public domain except by breach of the provisions of this Agreement; or Is disclosed to the Recipient by a third party having the lawful right to make such disclosure; or Is conceived by the Recipient independently of the Proprietary Information supplied by the Discloser.

4. On termination of this Agreement, or earlier at Discloser’s request, a Recipient shall immediately return to the Discloser or destroy such part of the Proprietary Information as shall have been supplied in tangible form together with all copies or extracts thereof, workings, notes or material derived therefrom in the Recipient’s possession or control, and confirm in writing that such information has been destroyed.

5. All Proprietary Information is, and shall remain, the property of the Discloser. This Agreement does not grant either party any right or licence to use the Proprietary Information except the limited right to use the Proprietary Information for fulfilment of the Purpose.

6. The term of this Agreement is three (3) years from the Effective Date. The obligations of confidentiality shall survive termination or expiration of this Agreement without limit in time. Either party may terminate this Agreement upon thirty (30) days written notice to the other party or immediately by written notice to the other upon any breach by such party of any term or condition of this Agreement.

7. This Agreement shall be governed by and construed in accordance with the laws of England. Each of the parties hereto irrevocably agrees to submit to the jurisdiction of the High Court of Justice in England and Wales for the purpose of hearing and determining any disputes arising out of this Agreement and for the purposes of enforcement of any judgement entered against its assets.

8. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

9. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. No amendment to, or modification of, this

Agreement shall be binding unless in writing and signed by a duly authorised representative of both parties.

IN WITNESS BY LATITUDE NETWORK, LTD the parties have caused this Agreement to be executed by their duly authorised representative:

Signed for and behalf of The Client
Signed for and behalf of The Designer

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