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Mutual Non-Disclosure Agreement
Mutual Non-Disclosure Agreement
	
This non-disclosure agreement (“Agreement”) is between the parties signing below, and covers past, current and future discussions and presentations for the Purpose set out below. 

Company Name:  Capital A Group Ltd
Address: 13 Hanover Sq, London , W1S 1HN
Signature: 

Print Name:  ANDY DAY
Title: CEO
Date:  12/22/2024

AND details provided by this electronic form

1. 	Definitions 
In this Agreement the following terms have the following meanings:

“Confidential Information” is non-public information, whether in verbal, visual or physical form, such as trade secrets, specifications, know-how, designs, drawings, plans, strategies, illustrations, marketing data, marketing campaigns, product concepts, databases, customer lists, sales data, sales prices, software, algorithms and other related business information.

“Representatives” means the relevant party’s employees, contractors, consultants and advisers.

“Disclosing Party” means the party who discloses Confidential Information whether directly or indirectly.

“Receiving Party” means the party who receives Confidential Information whether directly or indirectly.


2.	Confidential Information
2.1	Purpose of this Agreement – In consideration of the provision of Confidential Information by or on behalf of each party, this Agreement allows each party to disclose Confidential Information to the other for the Purpose. 

2.2 	General Obligation – The Receiving Party shall treat all Confidential Information received as strictly confidential.

2.3 	Not Included – Information that would otherwise be considered Confidential Information is not Confidential Information if:

a. 	obtained from another source who can prove lawfully that they can disclose the information and is not under obligation to keep it confidential; 

b. 	it is, or becomes publicly available through no fault of the Receiving Party;

c.	known to the Receiving Party at the time of disclosure and not obtained directly or indirectly from the Disclosing Party; or

d.	it is independently developed by the Receiving Party.

2.4	Protection and Use – The Receiving Party must:
a. 	only use the Confidential Information to carry out the Purpose;

b. 	subject to clause 2.5, disclose the Confidential Information to its Representatives who have a justifiable “need-to-know” which involves the Purpose;

c. 	not reverse engineer, or (where applicable) de-encrypt Confidential Information of a technical nature; and/or

d. 	not reproduce or adapt the Confidential Information without the Disclosing Party’s prior written Agreement. 

2.5  	Disclosure to Representatives – Before disclosing Confidential Information to its Representatives, the Receiving Party must: 

a. 	ensure that all Representatives are aware of the obligations of this Agreement;

b. 	ensure Representatives agree to the terms of this Agreement in writing; and

c. 	make all such Representatives aware that the Receiving Party will take any necessary action against any Representatives who breach the obligations of this Agreement. 

3.	No accuracy as to Confidential Information
No warranty or representation is or will be given, by either party, whether express or implied, as to the accuracy and/or completeness of the Confidential Information or that its use will not infringe any third party’s rights.  The Receiving Party acknowledges that it will be its responsibility to verify the accuracy and/or completeness of the Confidential Information to its own satisfaction.  No right or licence is granted to the Receiving Party in relation to the Confidential Information other than as expressly set out in this Agreement. 

4.	Indemnity
The Receiving Party shall indemnify the Disclosing Party and keep the Disclosing Party indemnified against any losses, damages and liabilities suffered by it arising from a failure by the Receiving Party to comply with the terms of this Agreement.

5.	Legal compulsion to disclose Confidential Information.
Either party may disclose Confidential Information if required to comply with a court order or other government demand that has the force of law.  Before doing so the Receiving Party must give immediate notice to the Disclosing Party so that they have the opportunity to seek a protective order or other appropriate solution. If the Disclosing Party is unable to gain the protective order or appropriate solution then the Receiving Party must only disclose that portion of the Confidential Information that is necessary to comply with its obligations. The Receiving Party shall use all reasonable endeavours to obtain any appropriate court order or other reliable assurance that the Confidential Information will remain confidential.

6.	No Rights Granted
The disclosure of Confidential Information pursuant to this Agreement shall not be construed as granting to or conferring upon the Receiving Party  by licence or otherwise, express or implied, any patent, trade mark, copyright, database right, design right, know how, trade secrets or any other intellectual property rights of the Disclosing Party. Nothing in this Agreement, nor any discussions that take place pursuant to this Agreement, expressly or impliedly obligates or is a commitment by either party to enter into any business relationship or any agreement of any kind with the other.

7.	Duration
7.1	This Agreement shall be effective on the date when this Agreement is signed by both parties, or when the first Confidential Information is disclosed, whichever occurs first. The obligations of each Party shall survive for 3 years from the date on which the Confidential Information is disclosed. 

7.2	At the request of the Disclosing Party, the Confidential Information disclosed including all copies of it shall be immediately returned to the Disclosing Party or destroyed by the Receiving Party. 

8.	Injunctive Relief
Without prejudice to any other rights or remedies that either party may have, each acknowledges and agrees that either will, without proof of special damage, be entitled to an injunction, specific performance or other equitable relief for any threatened or actual breach of the provisions of this Agreement, in addition to any damages or other remedy to which either may be entitled.

9.	Governing Law and Jurisdiction
This Agreement and any disputes arising out of or in connection with it (whether contractual or non-contractual such as claims in tort, breach of statute or regulation, or otherwise), shall be construed in accordance with and governed exclusively by the laws of England and Wales.  Any and all disputes or litigation between the parties arising under this Agreement whatever the cause of action shall be conducted exclusively in the courts of England and Wales.

10.	Entire Agreement
This Agreement contains the entire agreement between the parties. It replaces any previous understandings or agreements, regarding Confidential Information disclosed for the Purpose. The terms of this Agreement may only be varied by written agreement of the parties.
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