Our Approach To NDAs
Content Ignite has a very balanced mutual Non-Disclosure Agreement (NDA). We sign NDAs with potential and current users/customers and suppliers as needed free of charge. In doing so we commit to safeguarding their confidential information as laid down in the provisions of the NDA. In return we seek the same commit via this mutual agreement.
Content Ignite® is a registered trademark of Think Clever Media Limited so the NDA will be with Think Clever Media Limited.
You can review our NDA below. If you would like to sign one and have us countersign then please contact us with this request and we will send you a downloadable digital copy to sign via email.
Mutual Non Disclosure Agreement
This Non Disclosure Agreement (“Agreement”) is made on [DATE] by and between Think Clever Media Limited, a company incorporated in England and Wales with company number 08845668, whose registered office is at EIMS House, 12-14 Dean Park Crescent, Bournemouth, Dorset, United Kingdom, BH1 1HS (“TCM”) and the individual [NAME] whose address is [ADDRESS] (the “Partner”).
Each of the above parties has agreed to disclose certain confidential information to the other party, for the purpose of exploring whether they wish to enter into a partnership or agreement with the other (the “Purpose”).
In this Agreement, the party disclosing confidential information shall be referred to as the “Discloser” and the party receiving the same shall be the “Recipient”.
All Confidential Information shall be disclosed and received subject to the terms and conditions of this Agreement.
The parties agree as follows:
- The Recipient acknowledges and agrees that all Confidential Information disclosed to it by the Discloser is confidential and proprietary to the Discloser and that the Recipient is bound by a strict duty of confidence in relation to the same.
- For the purposes of this Agreement, “Confidential Information” shall mean all information disclosed whether before, on or after the date of this Agreement of whatever nature and in whatever form, format or medium, relating to the Discloser and/or its associated companies, whether or not such information is marked as being confidential or proprietary, and shall include without limitation information relating to the Discloser’s and/or its associated companies’:
- existing or potential clients, customers, owners, employees or officers;
- inventions, products and designs;
- business and business models;
- data (whether proprietary to the Discloser or licensed to use by the Discloser);
- intellectual property rights and know how;
- information about the users of a website and any analytics data concerning online behaviour or use of an online platform or app;
- research and development;
- production, manufacturing and engineering processes;
- price lists or pricing structures;
- marketing and sales information;
- business plans or dealings and/or finances
- together with the results of, and all notes relating to, any evaluation of such Confidential Information made by or on behalf of the Recipient.
- Confidential Information shall not include information which:
- at the time of receipt by the Recipient is in the public domain;
- subsequently comes into the public domain through no fault of the Recipient, its officers, employees or agents;
- the Recipient can prove has been lawfully received by it from a third party on an unrestricted basis without breach of this Agreement.
- In consideration of the Discloser agreeing to disclose Confidential Information to it, the Recipient undertakes to the Discloser that it shall:
- ensure that all Confidential Information remains confidential at all times and is kept secure and protected against theft, damage, loss or unauthorised access;
- not at any time use, disclose, exploit, copy or modify any Confidential Information other than as necessary in connection with the Purpose;
- keep the Confidential Information physically separate from its own information (and any third party’s information held by it); and
- not disclose to any person, without the Discloser’s prior written consent, (i) the fact that the Confidential Information has been made available to the Recipient or that the Recipient has inspected all or any part of the Confidential Information, (ii) the fact that any discussions or negotiations are taking or have taken place concerning the Purpose, or (iii) any of the terms or conditions of, or any other information relating to, such agreement.
- The Recipient may disclose the Confidential Information only to those of its officers, employees and its professional advisers who reasonably need access to the same for the Purpose, and only on the basis that the Recipient ensures that such officers, employees and professional advisers are made aware of and agree to comply with the confidentiality obligations set out in this Agreement.
- This Agreement shall not be deemed to grant the Recipient any licence or rights with respect to the Confidential Information other than as expressly set out in this Agreement, nor shall it create any obligation on the part of the Discloser to disclose any Confidential Information to the Recipient. The Recipient understands and acknowledges that the Discloser makes no representation or warranty and accepts no liability in respect of the accuracy, completeness or usefulness of any of the Confidential Information.
- Nothing in this Agreement obliges either party to enter into any further agreement with the other party.
- Upon the earlier of a written request from the Discloser, or the conclusion of any discussions, meetings and/or contractual negotiations between the parties, the Recipient shall, in accordance with the Discloser’s instructions, return to the Discloser or destroy all Confidential Information then in its possession or control and shall not retain any copies of the same.
- The Recipient shall immediately upon becoming aware of the same give notice to the Discloser of any unauthorised disclosure, misuse, theft or other loss of Confidential Information, whether inadvertent or otherwise.
- The use and/or disclosure by the Recipient of Confidential Information shall not be a breach of this Agreement if and to the extent that such disclosure is required by law, regulation or order of a competent authority, provided that the Discloser is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
- This Agreement, and the confidentiality obligations contained herein, shall continue without limit of period.
- The Recipient shall be liable for and shall indemnify the Discloser against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by the Discloser and/or its associated companies which arise out of or in connection with, directly or indirectly, any breach of this Agreement by the Recipient, its officers, employees or professional advisers, including without limitation any losses or expenses arising out of any third party demand, claim or action (including any claim alleging infringement of third party rights).
- The Recipient acknowledges and agrees that a breach by it of this Agreement may result in irreparable and continuing damage to the Discloser and/or its associated companies for which there may be no adequate remedy at law, and that in the event of any actual or threatened breach, the Discloser shall be entitled to apply for injunctive relief and such other and further relief as may be appropriate.
- Any modification or improvement to TCM’s business model, data or intellectual property rights made as a result of the Partner’s Confidential Information made available to TCM under this Agreement, shall belong to TCM and, notwithstanding any other paragraph of this Agreement, such modification or improvement shall not be deemed to be the Partner’s Confidential Information.
- The failure of the Discloser to enforce or exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect the Discloser’s right later to enforce or to exercise it.
- If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
- Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
- This Agreement is governed by the laws of England and Wales and each party submits to the exclusive jurisdiction of the English and Welsh courts to resolve any dispute arising hereunder.
PLEASE CONTACT US FOR A DOWNLOADABLE DIGITAL COPY TO SIGN AND FOR US TO COUNTERSIGN.
Please direct emails to firstname.lastname@example.org