MNDA Circklo
MNDA Circklo
MNDA Circklo
This mutual non-disclosure agreement (‘Agreement”) is made and entered into on the Effective Date between
Circklo Ltd, having its principal place of business at 20-22 Wenlock Road, N1 7GU London, UK, and
_________________________, having its principal place of business at _________________ such parties
individually referred to as a “Party” and collectively referred to as the “Parties”.
The Parties wish to exchange Confidential Information regarding strategic, technical, marketing and commercial
aspects for the purpose of assisting Chancery Lane in the search, identification, evaluation of potential investors
and contractual negotiation with selected investors (the “Purpose”). The Parties wish to protect the confidentiality
of information in accordance with the following terms:
“Confidential Information” means all information which the Discloser considers confidential and/or
proprietary and which the Recipient acquires including, but not limited to, tangible, intangible, oral, visual,
electronic, present, or future information howsoever and whensoever acquired including, but not limited to, by
post, fax, e-mail, by text message (SMS) or by visual inspection during any tours of the Discloser’s facilities or
premises, such information to include, without limitation:
trade secrets (whether or not subject to or protected by copyright, patent, trademark (registered or
unregistered);
technical information, including but not limited to research, development, procedures, algorithms, data,
designs, and know-how;
business information, including but not limited to operations, planning, marketing interests, and products;
the terms of any agreement entered into between the Parties and the discussions, negotiations and proposals
related to any such agreement;
“Effective Date” means the latest of the dates appearing below each of the respective signatures of the Parties
on this Agreement;
“Personnel” mean employees, directors, professional advisers, agents or third party contractors of the Parties;
“Process” means by operation of Law, or by the order or ruling of a court, tribunal or other judicial body of
competent jurisdiction or the rules, requirements, order or demand of any regulatory body or recognised stock
exchange of competent jurisdiction; and
2. Each Party acknowledges that disclosure of any Confidential Information shall be subject to the terms of this
Agreement.
3. A Recipient shall use the Confidential Information (a) in the strictest confidence; (b) only for the Purpose; (c)
with the same degree of care, but no less than a reasonable degree of care, as the Recipient uses to protect its own
information of a similar nature; and (d) so as to prevent any use of Confidential Information in violation of this
Agreement and/or communication of Confidential Information to any unauthorised third parties.
4. Confidential Information may only be given or shown to the Personnel of the receiving party who are required
to have the information in order to evaluate or engage in discussions concerning the Purpose if, and only if, the
receiving party has duly executed an equally strict Confidentiality Agreement with the Personnel receiving the
Confidential Information and such a Confidentiality Agreement is still in effect at the moment of the sharing of
the Confidential Information.
5. A Recipient will be able as primary obligor for any breaches of this Agreement notwithstanding that any such
breaches were committed by Personnel (with or without the Recipient’s knowledge).
6. Each Party hereby agrees that it shall not, without first obtaining the prior written consent of the other Party,
issue or release any articles, advertising, publicity, or announcement relating to this Agreement (including the fact
that a meeting or discussion has taken place between the Parties) or mentioning or implying the name of the other
Party or otherwise communicate, indicate or suggest to any third party the existence of any negotiations between
the Parties in respect of the Purpose.
7. A Recipient will only have a duty to protect Confidential Information disclosed to it by a Discloser (a) if it is
clearly and conspicuously marked as “confidential” or “proprietary” or with a similar designation; (b) if it is
identified by the Discloser as confidential and/or proprietary before, during, or promptly after presentation or
communication; or (c) if it is disclosed in a manner in which the Discloser reasonably communicated, or the
Recipient should reasonably have understood under the circumstances, that the disclosure should be treated as
confidential, whether or not the specific designation ‘confidential” or “proprietary” or any similar designation is
used.
8. This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which:
8.1. the Recipient can demonstrate was already in the Recipient’s actual possession or knowledge and
which the Recipient lawfully acquired other than from the Discloser;
8.2. is or becomes publicly available through no fault, action, omission or intervention of the Recipient;
8.3. is received by the Recipient from a third party without a duty of confidentiality (express or implied)
owed to the Discloser;
8.5. is required to be disclosed in order to comply with a judicial order or decree, provided that the
Recipient shall use its best efforts to maintain the confidentiality of the Confidential Information
e.g. by asserting in such action any applicable privileges, and shall, immediately after gaining
knowledge or receiving notice of such action, notify the Providing Party thereof and give both
Parties the opportunity to seek any other legal remedies so as to maintain such Confidential
Information in confidence.
9. Each party in its capacity as Recipient acknowledges that all Confidential Information is provided "as is". Each
party makes no warranties, express, implied or otherwise, regarding its accuracy, completeness or performance.
10. This Agreement shall be in full force and effect for a period of three (3) years from the Effective Date. This
Agreement may be terminated earlier by either party by giving thirty (30) days written notice of termination to the
other party. However, the obligations of each party shall survive with respect to Confidential Information of the
other party disclosed hereunder until such time as the respective Confidential Information becomes publicly
known and made generally available through no action or inaction of the receiving party or until five (5) years
after the date of initial disclosure of such Confidential Information to the receiving party hereunder, whichever
occurs sooner.
11. A Recipient, will take only such copies of any document or other material (in whatsoever medium) embodying
any of the Confidential Information as are reasonably necessary for the Purpose. Immediately upon receipt of the
Discloser’s written request, the Recipient will promptly return or procure the return of all documents or other
material containing or embodying Confidential Information to the Discloser or as the Discloser may direct,
together with all copies, or certify in writing that all such Confidential Information and copies thereof have been
destroyed.
12. This Agreement imposes no obligation on a Party to exchange Confidential Information, proceed with the
Purpose or any business opportunity, or purchase, sell, license, transfer or otherwise make use of any technology,
services or products.
13. No Party acquires any intellectual property rights under this Agreement (including, but not limited to, patent,
copyright, or trademark rights) and for the avoidance of doubt, no rights or licences in or to the Confidential
Information are granted to the other Party, except, in all cases, the limited rights necessary to carry out the Purpose
as set forth in this Agreement.
14. This Agreement does not create any agency, joint venture or partnership relationship.
15. This Agreement will not be assignable or transferable by any party without the prior written consent of the
other party.
16. This Agreement may be executed in two identical counterparts, each of which shall be deemed to be an original
and all of which taken together shall be deemed to constitute the agreement when a duly authorised representative
of each party has signed the counterpart.
17. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof,
and supersedes any prior oral or written agreements, and all contemporaneous oral communications. All additions
or modifications to this Agreement must be made in writing and must be signed by the Parties. Any failure or
delay to enforce a provision of this Agreement shall not constitute a waiver thereof or of any other provision.
18. In the event any one or more of the provisions contained in this Agreement shall for any reason be held for
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision of this Agreement but this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been set forth herein, and the provisions of this Agreement shall be observed and the
obligations herein carried out as nearly as possible according to this Agreement’s original terms.
19. This Agreement, and all disputes and claims arising out of or in connection with it, shall be governed by the
laws of England. The Parties irrevocably and unconditionally agree that the English courts shall have exclusive
jurisdiction over all such disputes or claims.
Date:
For _______________________
Title:
Date: