Parties:
(1) Tatty Bee Ltd [ T/A TechnicallySalt ] (the "Discloser"), a company registered in England and Wales under company number [insert company number if known] whose registered office is at [insert registered office address], together with its group companies, associated partners, and vendors (collectively referred to as the "Tatty Bee Ltd [ T/A TechnicallySalt ] Group"). The Tatty Bee Ltd [ T/A TechnicallySalt ] Group includes any companies that trade under the name "Tatty Bee Ltd [ T/A TechnicallySalt ]" or other trading names that may be involved in or introduced as part of any partnership or arrangement. All members of the Tatty Bee Ltd [ T/A TechnicallySalt ] Group fall under and are protected by the terms of this Agreement.
(2) [Partner / Company Name] (the "Recipient"), a company registered in [jurisdiction]] whose registered office / principal place of business is at [insert address].
1. Purpose
The Discloser intends to disclose Confidential Information to the Recipient in connection with "discussing and evaluating a partnership, collaboration, or business opportunity introduced by Tatty Bee Ltd [ T/A TechnicallySalt ]"] or by the Partner within this agreement (the "Purpose").
2. Confidential Information
"Confidential Information" means all information (whether oral, written, electronic, or in any other form) disclosed by or on behalf of the Discloser (including any member of the Tatty Bee Ltd [ T/A TechnicallySalt ] Group) to the Recipient, whether before or after the date of this Agreement, that relates to the business, affairs, products, services, finances, customers, suppliers, partners, vendors, intellectual property, trade secrets, or other matters of the Discloser or the Tatty Bee Ltd [ T/A TechnicallySalt ] Group. This includes but is not limited to business plans, strategies, technical data, know-how, specifications, drawings, designs, customer lists, pricing information, and any other information marked as confidential or which would reasonably be understood to be confidential.
3. Obligations of the Recipient
The Recipient undertakes to the Discloser that it shall:
Keep the Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Discloser.
Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
Take all reasonable steps to protect the confidentiality of the Confidential Information (at least the same degree of care as it uses for its own confidential information of a similar nature).
Limit access to the Confidential Information only to its employees, officers, directors, professional advisers, or contractors who need to know it for the Purpose, who are bound by obligations of confidentiality at least as stringent as those in this Agreement, and who have been informed of the confidential nature of the information.
4. Exclusions
The obligations in clause 3 shall not apply to information that:
Is or becomes publicly available other than through a breach of this Agreement by the Recipient.
Was already lawfully in the Recipient's possession before disclosure by the Discloser and was not subject to any obligation of confidence.
Is independently developed by the Recipient without reference to or use of the Discloser's Confidential Information.
Is required to be disclosed by law, court order, or any competent regulatory authority (provided the Recipient gives the Discloser prompt notice where legally permitted to allow the Discloser to seek a protective order or waiver).
5. Return or Destruction of Information
On request by the Discloser (or upon termination of discussions), the Recipient shall promptly return or destroy (at the Discloser's option) all copies of the Confidential Information and certify in writing that it has done so, except for any copies required to be retained for legal or regulatory compliance (which shall remain subject to this Agreement).
6. No Licence or Ownership Transfer
Nothing in this Agreement grants the Recipient any licence, right, title, or interest in any intellectual property rights of the Discloser or the Tatty Bee Ltd [ T/A TechnicallySalt ] Group. All such rights remain exclusively with the Discloser / relevant Tatty Bee Ltd [ T/A TechnicallySalt ] Group member.
7. No Obligation to Proceed
This Agreement does not oblige either party to enter into any further agreement or transaction. Discussions may be terminated at any time without liability.
8. Duration
This Agreement shall remain in full force and effect for the entire duration that the Partnership is live and active.
All obligations of confidentiality under this Agreement shall survive the termination or expiry of the Partnership and shall continue to bind the Recipient for a period of two (2) years from the date of termination of the Partnership (or indefinitely in respect of trade secrets).
9. Remedies
The Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Discloser for which damages alone may not be an adequate remedy. The Discloser shall be entitled to seek injunctive relief or specific performance in addition to any other remedies available at law or in equity. The Recipient shall indemnify the Discloser against all losses, damages, and costs arising from any breach.
10. Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the English courts to settle any dispute arising out of or in connection with this Agreement.
11. Miscellaneous
This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior understandings.
No variation shall be effective unless in writing and signed by both parties.
If any provision is held invalid, the remainder shall continue in full force.
The Recipient may not assign this Agreement or any of its rights or obligations under this NDA to another person or company without the Discloser's prior written consent.
No third party has rights under the Contracts (Rights of Third Parties) Act 1999 except members of the Tatty Bee Ltd [ T/A TechnicallySalt ] Group, who may enforce the terms.
This Agreement may be executed in counterparts.
SIGNED by or on behalf of the parties:
