AMANYA IP BUSINESS TO BUSINESS NON-DISCLOSURE AGREEMENT (NDA) MUTUAL
THIS AGREEMENT is made on 22.2.25
AND IS MADE BETWEEN:
Attendee of Amanya IP Workshop (‘Party 1); and Amanya Design Ltd trading as Amanya IP and Amanya Design whose registered office is at Office 1, Brunswick House, Brunswick Way, Liverpool, L3 4BN (‘Party 2)
BACKGROUND
Attendees of the IP workshops may enter into discussions during the workshop with other attendees which may involve the exchange of Confidential Information between them.
The parties have agreed to comply with this agreement in connection with the disclosure and use of Confidential Information.
1. Definitions
Business Day
A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information
Has the meaning given in clause 3.
Discloser
A party to this agreement when it discloses its Confidential Information, directly or indirectly, to the other party.
Holding company
Has the meaning given in clause 2.5.
Purpose
In understanding and implementing legally approved workshop content about Intellectual Property Protection.
Recipient
A party or attendee of a workshop when it receives Confidential Information, directly or indirectly, from the other party.
Representative(s) In relation to each party:
i. Its officers and employees that need to know the Confidential Information for the Purpose;
ii. Its professional advisers or consultants who are engaged to advise that party in connection with the Purpose;
iii. Its contractors and sub-contractors engaged by that party in connection with the Purpose; and
iv. Any other person to whom the other party agrees in writing that Confidential Information may be disclosed in connection with the Purpose.
Subsidiary Has the meaning given in clause 2.5.2
2. Interpretation
2.1 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.2 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.3 A reference to writing or written includes email.
2.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
2.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of:
2.5.1 Another person (or its nominee) by way of security or in connection with the taking of security; or
2.5.2 Its nominee.
3. Confidential Information
3.1 Confidential Information means all confidential information relating to the Purpose which the Discloser or its Representatives directly or indirectly discloses to the Recipient or its Representatives, before, on or after the date of this agreement. This includes:
3.1.1 The fact that discussions and negotiations are taking place concerning the Purpose and the status of those discussions and negotiations;
3.1.2 The existence and terms of this agreement;
3.1.3 All confidential or proprietary information relating to:
3.1.4 The business, affairs, customers, clients, suppliers or plans, intentions, or market opportunities of the Discloser; and
3.1.5 The operations, processes, product information, know-how, technical information, designs, trade secrets or software of the Discloser;
3.1.6 Any information, findings, data or analysis derived from Confidential Information; and
3.1.7 Any other information that is identified as being of a confidential or proprietary nature
But excludes any information referred to in clause 0.
3.2 Information is not Confidential Information if:
3.2.1 It is, or becomes, generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient or its Representatives in breach of this agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);
3.2.2 It was available to the Recipient on a non-confidential basis prior to disclosure by the Discloser;
3.2.3 It was, is, or becomes available to the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not under any confidentiality obligation in respect of that information;
3.2.4 It was lawfully in the possession of the Recipient before the information was disclosed by the Discloser; or
3.2.5 It is developed by or for the Recipient independently of the information disclosed by the Discloser; or the parties agree in writing that the information is not confidential.
3.2.6 The parties agree in writing that the information is not confidential.
4. Confidentiality obligations
4.1 In return for the Discloser making Confidential Information available to the Recipient, the Recipient undertakes to the Discloser that it shall:
4.1.1 Keep the Confidential Information secret and confidential;
4.1.2 Not use or exploit the Confidential Information in any way except for the Purpose;
4.1.3 Not directly or indirectly disclose or make available any Confidential Information in whole or in part to any person, except as expressly permitted by, and in accordance with this agreement; and
4.1.4 Not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose. Any such copies, reductions to writing and records shall be the property of the Discloser.
4.1.5 Not use, reproduce, transform or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means outside its usual place of business;
4.1.6 Apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use;
4.1.7 Keep a written record of:
i. Any document or Confidential Information received from the Discloser in tangible form; and
ii. Any copies made of the Confidential Information;
4.1.8 Ensure that any document or other records containing Confidential Information shall be kept at its premises and shall not remove or allow those documents and records to be moved from those premises.
4.2 [The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Discloser from time to time) to safeguard the Confidential Information from unauthorised access or use.]
5. Permitted disclosure
5.1 Disclosure to Representatives.
5.1.1 The Recipient may disclose the Confidential Information to its Representatives on the basis that it:
i. Informs those Representatives of the confidential nature of the Confidential Information before it is disclosed; and
iiProcures that those Representatives comply with the confidentiality obligations in clause 4.1 as if they were the Recipient.
5.1.2 The Recipient shall be liable for the actions or omissions of the Representatives in relation to the Confidential Information as if they were the actions or omissions of the Recipient.
5.2 The Recipient may, provided that it has reasonable grounds to believe that the Discloser is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose the Discloser’s Confidential Information to the Serious Fraud Office without first notifying the Discloser of such disclosure.
6. Mandatory disclosure
6.1 Subject to the provisions of this clause 6, a party may disclose Confidential Information to the minimum extent required by:
6.1.1 An order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;
6.1.2 The rules of any listing authority or stock exchange on which its shares are listed or traded; or
6.1.3 The laws or regulations of any country to which its affairs are subject.
6.2 Before a party discloses any Confidential Information pursuant to clause 0 it shall, to the extent permitted by law, use all reasonable endeavours to give the other party as much notice of this disclosure as possible. Where notice of such disclosure is not prohibited and is given in accordance with clause 0, that party shall take into account the reasonable requests of the other party in relation to the content of this disclosure.
6.3 If a party is unable to inform the other party before Confidential Information is disclosed pursuant to clause 0 it shall, to the extent permitted by law, inform the other party of the full circumstances of the disclosure and the information that has been disclosed as soon as reasonably practicable after such disclosure has been made.
7. Return or destruction of Confidential Information
7.1 If so requested by the Discloser at any time by notice in writing to the Recipient, the Recipient shall promptly:
7.1.1 Destroy or return to the Discloser all documents and materials (and any copies) containing, reflecting, incorporating or based on the Discloser’s Confidential Information;
7.1.2 Erase all the Discloser’s Confidential Information from its computer and communications systems and devices used by it, or which is stored in electronic form; and
7.1.3 To the extent technically and legally practicable, erase all the Discloser’s Confidential Information which is stored in electronic form on systems and data storage services provided by third parties; and
7.1.4 Certify in writing to the Discloser that it has complied with the requirements of this clause 0.
7.2 Nothing in clause 0 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser’s Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 0.
8. Reservation of rights and acknowledgement
8.1 Each party reserves all rights in its Confidential Information. The disclosure of Confidential Information by one party does not give the other party or any other person any licence or other right in respect of any Confidential Information beyond the rights expressly set out in this agreement.
8.2 Except as expressly stated in this agreement, neither party makes any express or implied warranty or representation concerning its Confidential Information, including but not limited to the accuracy or completeness of the Confidential Information.
8.3 The disclosure of Confidential Information by the parties shall not form any offer by, or representation or warranty on the part of, that party to enter into any further agreement with the other party.
9. Inadequacy of damages
Without prejudice to any other rights or remedies that each party may have, each party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the other party. Accordingly, each party shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement.
10. No obligation to continue discussions
Nothing in this agreement shall impose an obligation on either party to continue discussions or negotiations in connection with the Purpose, or an obligation on each party to disclose any information (whether Confidential Information or otherwise) to the other party.
11. Ending discussions and duration of confidentiality obligations
11.1 If either party decides not to continue to be involved in the Purpose with the other party, it shall notify that other party in writing immediately.
11.2 Notwithstanding the end of discussions between the parties in relation to the Purpose pursuant to clause 0, each party’s obligations under this agreement shall continue in full force and effect for a period of two years from the date of this agreement.
11.3 The end of discussions relating to the Purpose shall not affect any accrued rights or remedies to which either party is entitled.
12. Data Protection and Data Processing
Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause Applicable Laws means (for so long as and to the extent that they apply to the Distributor) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
12.1 The following definitions apply in this Clause 12:
Agreed Purposes: Workshop attendee may receive information about another attendees Intellectual Property and agrees to keep this information confidential
Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement, and any attendees of the workshops
Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject: Intellectual Property
12.2 This Clause 12 sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
12.3 Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach.
12.4 Each party shall:
12.4.1 Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
12.4.2 Give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
12.4.3 Process the Shared Personal Data only for the Agreed Purposes;
12.4.4 Not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
12.4.5 Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
12.4.6 Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
12.4.7 Not transfer any personal data outside of the European Economic Area unless the transferor:
i. Complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller); and
ii. Ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 of the GDPR; or (iii) one of the derogations for specific situations in Article 49 of the GDPR applies to the transfer.
12.5 Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
12.5.1 Consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
12.5.2 Promptly inform the other party about the receipt of any data subject access request;
12.5.3 Provide the other party with reasonable assistance in complying with any data subject access request;
12.5.4 Not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
12.5.5 Assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
12.5.6 Notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
12.5.7 At the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
12.5.8 Use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
12.5.9 Maintain complete and accurate records and information to demonstrate its compliance with this Clause 12; and
12.5.10 Provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
12.6 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
13. No partnership or agency
13.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. This agreement has been entered into on the date stated at the beginning of it.
14. Notices/Communications
14.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.
14.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by or e-mail, one Business Day after transmission.
14.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15. Entire Agreement
15.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
16. Assignment
Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
17. Force Majeure
17.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;
17.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:
17.2.1 Strikes, lockouts or other industrial action;
17.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
17.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
17.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
17.2.5 Political interference with the normal operations.
18. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.
19. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
20. Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
21. Variation
21.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
21.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
22. Law and Jurisdiction
22.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
22.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Agreed by Workshop Attendee upon payment of Workshop Fees [Party 1]
Signed by Anna Brewin for and on behalf of Amanya Design Ltd and Amanya IP.
These terms and conditions were created using a document from The Federation of Small Businesses (https://www.fsb.org.uk/).