Confidentiality / Non-Disclosure Agreement
Agreed terms
1. Definitions & interpretation
In this Agreement the following words shall have the following meanings:
1.1 Agreement means this confidentiality/non-disclosure agreement and any subsequent contract that includes this Agreement.
1.2 Confidential Information means all information in whatever form (including, without limitation, written, oral, visual or electronic form, tape or disk and cloud based) relating to and confidential to a party, and includes (but is not limited to) all personal and sensitive information (as defined in the Data Protection Act, 2018 as amended), information, ideas and concepts regarding the business, operations, plans, intentions, trade secrets, market opportunities and business affairs of either party, and all associated commercial, financial and technical information that is directly or indirectly disclosed, whether before or after the date of this Agreement, to the other party or any of its representatives by any agent or employee of the first party or which comes to the party’s attention in connection with the Permitted Purpose, but excludes the information in clause 2.3.
1.3 Copies means copies of Confidential Information including without limitation any document, electronic file, note, extract, analysis, study, plan, compilation, or any other way of reproducing, representing, or recording and recalling information which contains, reflects, or is derived or generated from Confidential Information.
1.4 Data Controller means a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which, any personal data are, or are to be, processed.
1.5 Data Processor means any person (other than an employee of the Data Controller) who processes the data on behalf of the Data Controller.
1.6 Discloser means the individual or company providing confidential, personal, or sensitive data to the Recipient for the Permitted Purpose of this Agreement.
1.7 Permitted Purpose means negotiating for and carrying out the Services.
1.8 Recipient means an individual or company receiving confidential, personal, or sensitive information from the Discloser for the Permitted Purpose of this Agreement.
1.9 Services means the supply of goods and services to be provided to Royal Voluntary Service by the Supplier or other interactions between the parties.
2. Each party’s obligations
2.1 The Recipient undertakes to keep the Confidential Information secure and not to disclose it to any third party except to its employees who need to know the same for the Permitted Purpose, who know they owe a duty of confidence to the Discloser and who are bound by obligations equivalent to those in this Agreement.
2.2 In return for each party giving to the other Confidential Information in order to enable them to negotiate the terms on which the Supplier will carry out the Services, or to carry out the Services, each party must:
2.2.1 keep the Confidential Information secure
2.2.2 use the Confidential Information only for the Permitted Purpose
2.2.3 not (directly or indirectly) disclose the Confidential Information (or allow it to be disclosed), in whole or in part, to any person or make Copies unless permitted by this Agreement
2.2.4 use its best endeavours to ensure that no third party gets access to Confidential Information, its officers, employees, or agents unless authorised
2.2.5 inform the other party immediately upon becoming aware, or suspecting that an unauthorised person has become aware of Confidential Information, and
2.2.6 send all Confidential Information and all Copies of Confidential Information (in whatever form) to the other party at the address set out above within 7 days of receiving notice from the other party that it does not intend to enter into an agreement for the Services, or within 7 days of any such agreement being terminated.
2.3 Information is not Confidential Information if:
2.3.1 the information is, or subsequently becomes, public knowledge other than as a direct or indirect result of the information being disclosed in breach of this Agreement, or
2.3.2 the party alleged to be in breach of this Agreement can establish to the reasonable satisfaction of the other party that it found out the information from a source not connected with the other party and that the source is not under any obligation of confidence in respect of the information, or
2.3.3 the party alleged to be in breach of this Agreement can establish to the reasonable satisfaction of the other party that the information was known to the first party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information, or
2.3.4 The parties agree in writing that it is not confidential.
2.4 Each party may disclose Confidential Information only:
2.4.1 To such officers and employees of its business as are strictly necessary for the Permitted Purpose
2.4.2 To people who the other party agrees in writing may receive the information, and
2.4.3 To the extent permitted by clause 3.
2.5 Each party must:
2.5.1 Inform anyone to whom it discloses the Confidential Information that the information is confidential, and
2.5.2 Procure that anyone to whom it discloses the information (other than disclosures under clause 3) complies with this Agreement as if they were that party and, if the other party so requests, that they enter into a confidentiality agreement with that other party on terms equivalent to those contained in this Agreement.
3. Permitted disclosure
Each party may disclose Confidential Information to the minimum extent required in order to seek advice in relation to the Permitted Purpose from its professional advisers, or in order to comply with an order of any court of competent jurisdiction or any competent judicial, governmental, or regulatory body.
4. Intellectual Property
None of the Confidential Information belonging to one party is or will become the property of the other party. The disclosure to a party of any Confidential Information will not give that party any licence or other rights whatsoever in respect of any part of such Confidential Information beyond those rights contained in this Agreement or in any agreement relating to the Services.
5. Termination
This Agreement shall continue until the expiry of 12 months after either party gives notice to the other in accordance with clause 2.2.6 above that it no longer intends to negotiate for the Services or the expiry of 12 months after the termination of any subsequent agreement for the Services. In the case of personal information, this Agreement will remain in force indefinitely.
6. Variation
No variation of this Agreement shall be effective unless in writing and signed by a duly authorised representative of each party.
7. Waiver of Rights
No failure to exercise or delay in exercising any right or remedy provided under this Agreement or by law constitutes a waiver of such right or remedy or will prevent any future exercise in whole or in part thereof.
8. Governing Law & Jurisdiction
8.1 This Agreement and any disputes or claims arising out of, or in connection with, its subject matter are to be governed by and construed in accordance with the law of England and Wales.
8.2 The parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
Please complete your details below:
HUBSPOT FORM WILL BE EMBEDDED HERE. SUGGESTED FIELDS ARE...
Name
Job title
Company
Address
Company registered details
Company registered office
[tickbox x 2 ]
I have read and agree to the Confidentiality Agreement / NDA
I have read and understood the website terms and privacy notice
(below is just copy)
Duly authorised for on behalf of Royal Voluntary Service name, job title (to be provided)
A copy will be recorded by the Data Controller and filed centrally at Royal Voluntary Service in line with the Records Management and Retention Policy.