NDA PLouise


Non-disclosure agreement

DATE

          

PARTIES

  1. PL Distribution LTD a company incorporated in England and Wales with registration number 11227078 having its registered office at Unit A, Orion Business park, Birdhall Lane, Cheadle, Stockport, SK3 0RT; (the "Disclosor"); and
  2.    of    (the "Recipient").

AGREEMENT

  1. Definitions

1.1    In this Agreement, except to the extent expressly provided otherwise:

"Agreement" means this agreement, and any amendments to this agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Disclosor Confidential Information" means:

(a)    any information disclosed by or on behalf of the Disclosor or any other “Specified Individual” to the Recipient at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) and including any information disclosed prior to the date of this Agreement; and

(b)    any other information which the Recipient may come into possession of during time working for the Disclosor including information about any third parties which comes into the possession of the Recipient as part of his work for the Disclosor.

“Specified Individual” means Paige Louise Williams, any company owned by Paige Lousie Williams or of which Paige Louise Williams is a director, Luke Williams or any member of their respective families (whether immediate or otherwise) or friends or acquaintances and/or any professional associates.

“Effective Date" means

"Permitted Purpose" means a purpose agreed in writing from time to time by the Disclosor

"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and continuing indefinitely.

 

 

  1. Term

3.1    This Agreement shall come into force upon the Effective Date.

3.2    This Agreement shall continue in force indefinitely subject to termination in accordance with Clause 7 or any other provision of this Agreement.

  1. Consideration

4.1    The Recipient has entered into this Agreement, and agrees to the provisions of this Agreement, in consideration for the payment by the Disclosor to the Recipient of the sum of GBP 1.00, receipt of which the Recipient now acknowledges.

  1. Recipient's confidentiality obligations

5.1    The Recipient must:

(a)    keep the Disclosor Confidential Information strictly confidential;

(b)    not disclose the Disclosor Confidential Information to any person without the Disclosor's prior written consent, and then only under conditions of confidentiality approved in writing by the Disclosor;

(c)    use the same degree of care to protect the confidentiality of the Disclosor Confidential Information as the Recipient uses to protect the Recipient's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)    act in good faith at all times in relation to the Disclosor Confidential Information; and

(e)    not use any of the Disclosor Confidential Information for any purpose other than as agreed in writing.

5.2    Notwithstanding Clause 5.1, the Recipient may disclose the Disclosor Confidential Information if the Disclosor agrees to the same in writing from time to time.

5.3    The restrictions in this Clause 5 do not apply to the extent that any Disclosor Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.

5.4    Upon the termination of this Agreement, the Recipient must immediately cease to use the Disclosor Confidential Information.

5.5    Following the termination of this Agreement, and within 2 Business Days following the date of receipt of a written request from the Disclosor the Recipient must destroy or return to the Disclosor (at the Disclosor's option) all media containing Disclosor Confidential Information, and must irrevocably delete the Disclosor Confidential Information from its computer systems.

5.6    The provisions of this Clause 5 shall continue in force indefinitely following the termination of this Agreement

  1. Warranties

6.1    The Disclosor warrants to the Recipient that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

6.2    The Recipient warrants to the Disclosor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

6.3    All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

6.4    The Recipient warrants and agrees that in the event of alleged breach of his duty to protect the Disclosor Confidential Information the Disclosor or Specified Individuals will be entitled to an interim injunction pending trial (and if proved at trial a final injunction) to protect the information. The Recipient hereby agrees irrevocably that damages would not be an adequate remedy.

  1. Termination

7.1    Either party may terminate this Agreement by giving at least 7 days' written notice of termination to the other party however such termination shall not affect the need to protect the Disclosor Confidential Information.

  1. Effects of termination

8.1    Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 8 and 9.

8.2    Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

  1. General

9.1    No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

9.2    If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

9.3    This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

9.4    Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

9.5    This Agreement is made for the benefit of the parties and the Specified Individuals who have the right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

9.6    Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

9.7    Subject to Clause 9.6, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

9.8    This Agreement shall be governed by and construed in accordance with English law.

9.9    The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

EXECUTION

The parties have indicated their acceptance of this Agreement by executing it below.

 

SIGNED

Name Aaron Stott for and on behalf of the Disclosor

Dated 31/05/2024

SIGNED - The Recipient

 

Leave this empty:

Signature arrow sign here


Signature Certificate
Document name: NDA PLouise
lock iconUnique Document ID: 25b45aa779261dee36c70fe11cdabd7b6cf97f21
Timestamp Audit
15th September 2024 8:18 pm BSTNDA PLouise Uploaded by No-Reply Major Recruitment - onlineterms@major-recruitment.com IP 83.166.165.60
Audit trial Qr code
This audit trail report provides a detailed record of the online activity and events recorded for this document.
https://www.major-recruitment.com/
Audit Trail Serial# b53bfa705b30754a85a258cced41ecc3