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NDA

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement,dated the 2020, governs the disclosure of information between Insoft Services with principal offices at: 195a KentonRoad,Kenton,Middlesex,HA30HD:

And

(Company Name/ or Individual) (Address) of Business identity code

1.NameAddress
2.
( Name )( Address )

Insoft and Purpose: shall collectively be called the "Parties” or "Party”

a.The Parties wish to discuss a potential business opportunity under which each may disclose itsconfidential information to the other

b.Frame Agreement for Resource Hiring and the possible business relationship which is aconsequence of said discussions (here in after "Purpose"),

2. "Confidential Information.″
As used herein, "Confidential Information.″ means any and all technical and non-technical information disclosed by the Disclosing party and/or its affiliated companies and/or subsidiaries prior or after the Effective Date to the Receiving Party, regardless of form, proprietary or maintained in confidence by the Disclosing party and/or its affiliated companies and/or subsidiaries, and shall include, without limitation: (a) discoveries, ideas, concepts, trade secrets, drawings, works of authorship, trademarks, inventions, know-how, technologies, tools, analysis, process data, schematics, services, customers, market, software development, engineering, methods, design, software programs, source code, object code and related documents; (b) information regarding research products, development, service offerings and products, contracts, schedule, operations, procedures, marketing techniques, strategies, marketing and selling plans, business plans, budgets and unpublished financial statements, financial information, arrangements, prices and costs, suppliers and customers, and other business data; (c) the existence of any business discussions, negotiations or agreements between the Parties including the existence of this Agreement; and (d) products under development. disclosed orally or in written or electronic form, and which is marked or identified by the disclosing party as "proprietary″ or "confidential″.

Confidential information does not include information, technical data or know-how which

  • a)is in possession of receiving party at the time of disclosure as shownby the receiving party´s files and records immediately prior to thetime of disclosure; or
  • b)prior or after the time of disclosure becomes part of the publicknowledge or literature, not as a result of any inaction or action ofreceiving party; or
  • c)is approved for release by the disclosing party; or
  • d)is independently developed by the receiving party without the useof any Confidential Information of the other party and withoutviolating any of the terms of this Agreement.

3. Obligations Use and Disclosure of Confidential Information

  • a) During and after the term of this Agreement, the Disclosee:
    • (i) will hold in strict confidence and not disclose to any third party ConfidentialInformation of the Discloser, except as approved in writing by the Discloser.
    • (ii)will use the Confidential Information for no purpose other than evaluating orpursuing a business relationship with the Discloser or cooperation and that suchinformation will be kept confidential by the Disclosee and its representativesand will not be disclosed or divulged by the Disclosee or any of itsrepresentatives without the express prior written consent ofthe Discloser.
    • (iii) will only permit access to the Discloser’s Confidential Information to those of itsemployees, agents or representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein or who areotherwise informed of their confidentiality obligations under this Agreement.
  • b)The Disclosee may disclose Confidential Information to the extent required by lawor court order to be disclosed, provided that the Disclosee provides the Discloser with prior written notice of such disclosure in order to review the disclosure before it is made and permit the Discloser to seek confidential treatment of such information.
  • c)Upon termination or expiration of this Agreement, or upon written request of theDiscloser, the Disclosee shall promptly return (or destroy and certify in writing the destruction of) to the Discloser all documents other materials, and other written, printed or other tangible materials representing the Confidential Information and all copies thereof.
  • d)Confidential Information shall not be reproduced in any form except as required toaccomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Discloser and shall contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in the Discloser.
  • e)The Disclosee shall immediately notify the Discloser upon discovery of any loss orunauthorized disclosure of the Confidential Information.
  • f)The Disclosee´s obligations hereunder shall continue in full force and effect withrespect to Confidential Information for five (5) years from the date of disclosure of such Confidential Information.
  • g)The Disclosee agrees to defend, indemnify, and hold harmless the Discloser fromany and all liability arising from Disclosee´s receipt and review of the Confidential Information including, but not limited to, liability arising from disclosure of Confidential Information to a third party.
  • h)If any action is brought by the Discloser against the Disclosee with respect to this Agreement, the party in whose favor final judgment is rendered shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, relating to such action.

4. Term of Agreement
This Agreement and the Disclosee′s duty to hold the Discloser's Confidential Information in confidence shall remain in effect for a 5 (Five) year period from the date of disclosure of Confidential Information (date that can be proved by any form of evidence accepted by the applicable law)

.1) Each Party shall comply with all applicable laws and regulations of the local countryand of any other applicable country.

2) Any Party that fails to comply with this provision (Article 1) shall indemnify, defendand hold harmless the other Party from and against any claim, loss, damage, liability, expense, cost, of whatsoever nature arising out of or related to, or connected with such Party´s failure to comply.

3) This Agreement shall be construed and interpreted in accordance with the laws of UNITED KINGDOM excluding its rules for choice of law.

4) All disputes arising out of or in connection with this Agreement, including anyquestion regarding its existence, validity or termination, shall, unless amicably settled between the Parties, be finally settled by competent courts of law from London, UNITED KINGDOM.

5. General

a) Nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Discloser.

b)This Agreement may not be amended except by a writing signed by the party against whom such amendment isasserted

c)Each party acknowledges that its breach of the Agreement will cause irreparabledamage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted.

If any provision of this Agreement is found to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid asa whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

e)Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, and this Agreement shall bebinding on affiliates, subsidiaries, representatives, agents, successors, and assigns of theparties.

f) All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or bycertified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgement of receipt of electronic transmission. Notices shall be sent to the addresses provided in this Agreement or such other address as either party may specify in writing.

g)Nothing in this Agreement shall impose any obligation upon either party to enter into a transaction with the other party, or impose upon either party any obligation to continueany discussions or negotiations with respect there to. Each party acknowledges that no agreement relating to a transaction shall be deemed to exist between the parties here tounless and until a definitive agreement relating to such transaction has been duly executed and delivered by each party.

h)Each Party agrees not to pay, promise to pay, or authorize the payment of any money or anything of value, whether directly or indirectly, to any person (whether a government official or private individual) for the purpose of illegally or improperly inducing any government official or any political party or official there of to make an award decision orillegally or improperly to assist either Party in obtaining or retaining business, or to takeany other improper action favorable to either Party in connection with the award of alicense, permit, contract or other form ofaward or approval.

i) Neither the Discloser nor any of its directors, officers, employees or agents

(i) makes any representation or warranty as to the accuracy or completeness of any materials and information delivered to the Disclosee hereunder, or with respect to the infringement of trademarks, patents, copyright, any right of privacy, or any rights of third persons; or

(ii)have any liability to the Disclosee resulting from the use of such materials and information.

j)This Agreement states the entire agreement between the parties relating to thesubject matter of this Agreement. No failure or delay by any party in exercising anyright, power or privilege hereunder shall operate as a waiver thereof. This agreement may be executed in counterparts, each of which will be considered an original, andall of which together will constitute one and the same instrument.

IN WITNESS WHERE OF, the parties here to have executed this Mutual Non-Disclosure Agreement, intending to be bound thereby.

I Agree