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Mutual non-disclosure agreement

Global Information Technology (UK) Limited, a United Kingdom Limited Company having registration office at 397-405 Archway Road, Aztec House, Highgate, Suite 14, London, England, N6 4ER (“COMPANY”)
and
Mr./Ms.__________________________________________________________________________________________________________,
(position) _________________________________________________________________________________________________________
(company) ________________________________________________________________________________________________________,
agree as of this __ day of ________, 20__ (the “Effective Date”), that the following terms and conditions shall apply when one of the parties (the ‘Discloser’ or “Disclosing Party”) discloses Confidential Information (as defined below) to the other party (the ‘Recipient’ or “Receiving Party”) in order to enable COMPANY to evaluate any potential business relationship.

1. Definition
“Confidential Information” of the Disclosing Party as used in this Agreement shall mean any information provided to the Receiving Party in any form, as well as any items transferred.

Confidential Information shall be identified in writing as CONFIDENTIAL at the time of disclosure.

Confidential Information shall include, but not be limited to, all information relating to the evaluation of any potential business relationship or transaction between both parties including, without limitation, intellectual property, trade secrets, computer programs, source code, algorithms, data information, know-how, proprietary information, inventions, discoveries, documentations, designs, routines, analyses, summaries, abstracts and the like, equipment, processes, process descriptions, process documentations, process sequences, process know-how, development and business strategies, present or prospective customer and employer information, all financial information and data, and product plans and roadmaps related thereto.

2. Use of Confidential Information
The parties hereto hereby agree that after the initial receipt of Confidential Information, the Receiving Party shall:

2.1. not disclose such Confidential information to any third party, except to the Receiving Party’s employees, accountants, financial advisors, outside counsels or contractors who have need to know and who must be directly involved with Confidential Information for the purpose of evaluating any potential business relationship or transaction between both parties (collectively, “Representatives”); and

2.2. use the same degree of care as it uses for its own information of like kind and sensitivity, but at least use reasonable care, in safeguarding against disclosure of Confidential Information of the Disclosing Party to any third party. All Representatives receiving Confidential Information shall be notified by the Receiving Party that any disclosure under this Agreement is made in confidence and is kept in confidence, and the Receiving Party shall cause all such Representatives to comply with this Agreement to protect the confidentiality of Confidential Information.

Either party shall promptly notify the other party of any unauthorized disclosure or use of the other party’s Confidential Information and shall take all steps reasonably requested by the either party to remedy any such disclosure or use.

3. Exception
During the term of this Agreement and notwithstanding the other provisions of this Agreement, nothing disclosed or provided by either party shall be construed as Confidential Information which:

3.1. is now available or becomes available to the public without breach of this Agreement

3.2. is lawfully obtained from any third party without a duty of confidentiality;

3.3. is disclosed to any third party by the Disclosing Party without a duty of confidentiality;

3.4. is known to the Receiving Party prior to such disclosure;

3.5. is, at any time, developed by the Receiving Party independently of any such disclosure(s) from the Disclosing Party; or

3.6. must compulsorily be disclosed by law, provided, however, that the Receiving Party must give the Disclosing Party prompt notice of such compulsory disclosure.

4. No license
No licenses are granted by implication, estoppel or otherwise under any copyrights, patents, trademarks or trade secrets of either party to this Agreement.

No agency or partnership relationship of any kind is intended between the parties. Neither this Agreement nor the disclosure or receipt of Confidential Information shall construe or imply any promise or intention of any commitment by either party.

5. No assignment
No rights or obligations of recipient under this Agreement shall be assigned or otherwise disposed of in whole or in part to any third party.

6. Proprietary Right
The parties hereto agree that all Confidential Information received is and will remain the property of the Disclosing Party and may only be copied as absolutely necessary in order to perform requisite evaluation tasks hereunder.

7. Term
This Agreement will remain in effect for five (5) years commencing on the Effective Date.

8. Governing Law and Jurisdiction
This Agreement shall be governed by and interpreted in accordance with the laws of United Kingdom and subject to the jurisdiction of the courts therein.

9. General
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. This Agreement constitutes the entire agreement between the parties hereto and supersedes all previous communications, both oral and written, representations and understandings among the parties with respect to the subject matter of this Agreement.
No amendment, modification, and/or discharge of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives as of the Effective Date.

Mr./Ms. ________________________

Company: _______________________

Position: ________________________

Phone: _____________________

Email: ________________________

Skype: ________________________

Signature: _____________________

Date: _________________________