ARCH mutual NDA is set between
You the Client & Arch of Baltimore House, Baltic Business Quarter,
Gateshead NE8 3DF
NOW IT IS HEREBY AGREED as follows:
1 INTERPRETATION
In this Agreement unless the context otherwise requires. The terms ‘Party’ and ‘Parties’ shall mean and refer to client and the Arch individually and any one or more of them taken together. Clause headings are for ease of reference only and shall not affect the construction or interpretation of this Agreement.
2 CONFIDENTIAL INFORMATION
Both client and Arch acknowledge and agree with each other that in the course of or incidental discussions between the Parties regarding mutual co-operation between them it will receive and provide to the other and may otherwise (both incidentally and in the course of such co-operation) become aware of or be exposed to trade secrets, financial information and other information of a confidential nature relating to the business and affairs of the other Party including the business idea.
Such information is hereinafter referred to as the “Confidential Information” and shall be deemed to include (but not limited to) information of whatever nature (both written and oral) relating to the business of client and in particular to concepts, contracts in progress and financial information about client that are not known by or generally available to the public at large(and which does not become so known or available by reason of a breach of this Confidentiality Agreement).
3 OBLIGATION TO MAINTAIN THE CONFIDENTIALITY
Both Arch and client agree that during the course of its business dealings with the other and thereafter: It will hold all Confidential Information in the strictest confidence and will not copy or disclose any part thereof to any other person or entity without the prior written consent of the Party concerned. It will not at any time make any use whatsoever of any part of the Confidential Information on its own behalf or with or on behalf of any other person and it will, upon termination of its business dealings with the other Party or at any time upon the other’s request, immediately return to the other or destroy, as the party may direct, all tangible records (including computer software) within its possession, custody or control containing or reflecting any part of the Confidential Information.
4 OBLIGATION TO PROTECT CONFIDENTIALITY
Both Arch and client further agree that: It will take responsible precautions to safeguard the confidentiality of the Information in its possession and take such precautions which are at least equivalent to those that it takes with respect to its own confidential and proprietary information; and It will limit the dissemination of the Confidential Information within its organisation to those persons who need to know such information for the performance of duties assigned to them.
The recipient of the Confidential Information will be informed of the information’s confidential nature and the recipient shall agree to be bound by the terms and conditions of this Confidentiality Agreement, provided that in any event the Party employing the persons to whom the Confidential Information is so disseminated shall be responsible for any breach by any of such persons of this Confidentiality Agreement.
5 CONFIDENTIAL INFORMATION ALREADY DISCLOSED
Both client and Arch agree that any Confidential Information disclosed by any Party to the other prior to the date of this Agreement shall be subject to this Agreement.
6 GOVERNING LAW
This Agreement shall be governed by and construed according to the Laws of England.