Exporting Made Easy - Nondisclosure Agreement

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (the “Agreement”) is made and entered into on this [Date], by and between:

[Company Name], a company incorporated under the laws of the United Kingdom, with its registered office located at [Company Address] (hereinafter referred to as the “Company”);
AND
Exporting Made Easy , a UK-based export sales consultancy, with its principal office located at 25 Britannia Square, Worcester, WR1 3DH (hereinafter referred to as the “Consultant”).

Each a “Party” and together, the “Parties.”

1. Purpose

The Parties wish to discuss and explore potential business opportunities concerning export sales consultancy services. In the course of such discussions, it may be necessary for the Parties to disclose certain confidential and proprietary information. The purpose of this Agreement is to protect the confidentiality of such information and to set forth the terms and conditions under which this information may be disclosed.

2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means any and all technical, financial, or business information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form (whether written, oral, electronic, or otherwise), including but not limited to:

• Trade secrets, business plans, marketing strategies, customer lists, and pricing information;
• Intellectual property, product designs, prototypes, processes, or formulas;
• Financial data, projections, and forecasts;
• Any other proprietary or sensitive information marked as “confidential” or which, under the circumstances, would reasonably be understood to be confidential.

Confidential Information does not include information that:
a. Is or becomes publicly available through no breach of this Agreement;
b. Was known by the Receiving Party prior to disclosure by the Disclosing Party;
c. Is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information; or
d. Is lawfully obtained from a third party without breach of any confidentiality obligation.

3. Obligations of the Receiving Party

The Receiving Party agrees to:
a. Maintain Confidentiality: Keep all Confidential Information in strict confidence and take all reasonable steps to protect the information from unauthorised access, use, or disclosure.
b. Limit Use: Use the Confidential Information solely for the Purpose stated in this Agreement and not for any other purpose.
c. Restricted Disclosure: Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the Receiving Party’s employees, agents, or professional advisers who need to know the information for the Purpose and are bound by confidentiality obligations at least as restrictive as those in this Agreement.

4. Exceptions to Confidentiality

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or a court order, provided that:
a. The Receiving Party notifies the Disclosing Party in advance of such required disclosure, if legally permissible;
b. The Receiving Party uses reasonable efforts to limit the scope of the disclosure and to obtain confidential treatment for the disclosed information, if possible.

5. Return or Destruction of Information

Upon termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information, including any copies or electronic versions. The Receiving Party may retain copies of the information required by law or for regulatory purposes, provided such information remains protected under the terms of this Agreement.

6. Term

This Agreement shall commence on the date first written above and shall remain in effect until terminated by either Party upon 30 days’ written notice to the other. Notwithstanding termination, the obligations concerning the confidentiality of any disclosed information shall survive for a period of three years from the date of termination or last disclosure, whichever is later.

7. No License

The disclosure of Confidential Information by the Disclosing Party does not grant the Receiving Party any rights, by license or otherwise, in or to the Confidential Information, except as explicitly stated in this Agreement.

8. No Obligation

Nothing in this Agreement obligates either Party to enter into any further agreements or contracts with the other Party, nor to continue discussions or the relationship. Either Party may terminate discussions at any time without liability.

9. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. In such event, the Disclosing Party may seek injunctive relief or other equitable remedies, in addition to any other remedies available at law or in equity.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. The Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising out of or in connection with this Agreement.

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the confidentiality of the information disclosed, and supersedes all prior agreements, understandings, or representations related to the subject matter herein.

12. Amendments

Any amendment or modification to this Agreement must be made in writing and signed by authorised representatives of both Parties.

13. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless in writing and signed by the Party granting it.

15. Notices

All notices or communications required or permitted under this Agreement shall be in writing and delivered either in person, by registered mail, or by email (with confirmation of receipt) to the respective Party at the addresses set forth above, or such other address as may be designated in writing.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

[Company Name]
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________

Exporting Made Easy
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________