Mutual Non-Disclosure Agreement

Dated: [Insert Date, e.g., 20 May 2024]

Background

Each Party wishes to disclose to the other Party Confidential Information in relation to the Purpose. Each Party wishes to ensure that the other Party maintains the confidentiality of its Confidential Information. It may be necessary for Hackyde (in its absolute discretion and without imposing any positive obligation on Hackyde to do so) to second or deploy Hackyde Agents to work with the Counterparty either at the Counterparty's premises, from Hackyde’s premises, or remotely in connection with the Purpose. In consideration of the benefits to the parties of the disclosure of the Confidential Information, the Parties have agreed to comply with the following terms.

Agreed Terms

1. Definitions and Interpretation

1.1 The following definitions and rules of interpretation in this clause apply in this agreement:

• Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
• Hackyde Agents: any employee, officer, representative, consultant or adviser to Hackyde.
• Confidential Information: all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives, including but not limited to:
  1. the fact that discussions and negotiations are taking place concerning the Purpose;
  2. the terms of this agreement;
  3. any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party;
  4. any research, products, services, developments, inventions, processes, techniques, designs, documents, drawings, electronic files, data, plans, specifications, or financial and sales information;
  5. any information or analysis derived from Confidential Information;
  but not including any information that the Recipient can prove:
  6. is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement;
  7. was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;
  8. was, is or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient's knowledge, is not bound by a confidentiality agreement with the Disclosing Party;
  9. was lawfully in the possession of the Recipient before the information was disclosed to it;
  10. is independently developed by or for the Recipient without reference to the Disclosing Party's Confidential Information.
• Disclosing Party: a party to this agreement which discloses or makes available Confidential Information.
• Purpose: [Describe the purpose of the discussions, e.g., "mutual collaboration and the potential provision of managed security services"].
• Recipient: a party to this agreement which receives or obtains Confidential Information.
• Representative: employees, agents, and other representatives of the Recipient.

2. Obligations of Confidentiality

2.1 The Recipient shall use reasonable endeavours to keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall not use or exploit the Confidential Information in any way except for the Purpose, nor disclose it to any third party.

2.2 The Recipient may only disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know it for the Purpose, provided that it informs them of the confidential nature of the information and ensures they comply with these obligations.

2.3 A party may disclose Confidential Information to the extent required by law or a competent authority, provided it gives the other party as much notice as legally possible.

3. Return of Information

At the request of the Disclosing Party, the Recipient shall destroy or return all materials containing Confidential Information and erase it from its systems, and certify in writing that it has done so, subject to any legal or regulatory retention requirements.

4. Reservation of Rights and Acknowledgement

All Confidential Information shall remain the property of the Disclosing Party. No rights or licences are granted to the Recipient. The Recipient acknowledges that damages alone may not be an adequate remedy for a breach and that the Disclosing Party is entitled to seek injunctive relief.

5. Warranty and Indemnity

Each Recipient shall indemnify the Disclosing Party against all liabilities, costs, and losses arising from any breach of this agreement by the Recipient or its Representatives.

6. Term and Termination

The obligations in this agreement shall continue for a period of five (5) years from the date of this agreement, regardless of whether discussions about the Purpose continue.

7. Non-Solicitation

In consideration of the Confidential Information being furnished by Hackyde, the Counterparty undertakes that, for a period of two (2) years from the date of this Agreement, it will not solicit or entice away any Hackyde Agent with whom the Counterparty has had contact in relation to the Purpose, without the prior written consent of Hackyde.

8. Entire Agreement and Variation

This agreement constitutes the whole agreement between the Parties. No variation shall be effective unless it is in writing and signed by both Parties.

9. No Waiver

Failure to exercise any right or remedy shall not constitute a waiver of that right or remedy.

10. Assignment

No party may assign its rights or obligations under this agreement without prior written consent.

11. Notices

Any notice under this agreement must be in writing and delivered by post or courier to the addresses listed in this agreement. Notices by email are not considered valid under this clause.

12. No Partnership

Nothing in this agreement shall be deemed to establish any partnership or joint venture.

13. Third Party Rights

A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

14. Governing Law and Jurisdiction

14.1 This agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

14.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of this agreement.