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Non-Disclosure Agreements

At Northern Reaches Ltd, our top priority is the protection and security of your personal information. This Non-Disclosure Agreement (NDA) information page provides our commitment to foster transparent, secure, and trustful business relationships, we understand the paramount importance of confidentiality. This page is designed to provide our clients, whether prospective or current, with a comprehensive overview of the standard Non-Disclosure Agreements that safeguard our mutual interests. Our goal is not only to protect valuable information but also to lay the groundwork for a relationship built on trust and respect.

The essence of our NDA is to ensure that any sensitive information shared in the course of our business engagements is used exclusively for its intended purpose. Recognising that each partnership is unique, we provide this page as a foundational guide to the principles and commitments that underpin our standard NDA. While specific terms may be tailored to suit individual engagements, the core tenets of confidentiality, discretion, and protection remain steadfast. We invite you to peruse this information as the first step towards a secure and fruitful collaboration, anchored in mutual respect for intellectual property and privacy.

Should a Non-Disclosure Agreement be required for any project or partnership, we are committed to ensuring a seamless and comprehensive process. Upon the initiation of a new engagement, our team will collaborate with you to draft a fully bespoke NDA, tailored to the specific needs and nuances of the project at hand. This document will be meticulously reviewed and refined in consultation with you, ensuring that it meets our mutual requirements and protects all parties’ interests. We pledge to work closely with you throughout this process, providing clarity, support, and expertise to ensure that the agreement accurately reflects our shared commitment to confidentiality and trust. It is our priority to have a fully reviewed and mutually agreed NDA signed off before moving forward, cementing a foundation of security and confidence as we embark on our journey together.

Welcome to the beginning of a secure and promising collaboration. This Non-Disclosure Agreement, hereinafter referred to as the “Agreement, or NDA” marks the official start of our partnership. It becomes effective from the date mentioned as the Effective Date creating a bond between Northern Reaches Ltd, proudly established in the United Kingdom with the company number 12208269, and you, [Receiving Party’s Name] registered under company number [Company Number] in [Registration Location]. Together, we embark on this journey as “Parties” committed to a shared ethos of confidentiality, respect, and mutual success.

This introduction sets the stage for a relationship grounded in mutual respect and confidentiality. It signifies not just the formal commencement of our agreement but also our commitment to safeguarding the trust and information shared between us. Our collaboration is built on a foundation of clarity, transparency, and shared objectives, ensuring that from this moment forward, every step we take is in unison towards achieving our collective goals.

“Confidential Information” as used herein shall encompass all technical and non-technical information provided by either party to the other, including but not limited to:
  • Patent(s) and patent applications.
  • Trade secrets.
  • Copyrighted information.
  • Proprietary information, including ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, equipment, algorithms, software programs, and formulae.
  • Information related to the current, future, and proposed products and services, including research, development, design details, engineering, financial information, purchasing, manufacturing, customer lists, business and contractual relationships, forecasts, strategies, sales, marketing plans, and third-party information.
“Disclosure” refers to the act of the disclosing party providing Confidential Information.
“Effective Date” is the date of execution of this Agreement.
“Recipient” refers to the party receiving the Confidential Information, including its contractors, subcontractors, employees, and agents.

As our valued partner, you hold the key to nurturing a relationship based on trust and confidentiality. It is imperative that the Confidential Information shared as part of our collaboration is treated with the utmost respect and diligence. You agree to preserve the secrecy of this information, ensuring its use is solely for the purposes we have jointly agreed upon. Furthermore, access to this sensitive information will be meticulously limited to individuals who have been authorised explicitly, underscoring our collective commitment to maintaining the highest standards of confidentiality.

This ownership of information is not just a legal obligation but a cornerstone of our partnership, ensuring that every piece of information shared contributes positively to our mutual objectives. It reflects a shared understanding that the success of our collaboration hinges on the respect and integrity with which we handle all aspects of our communication and shared knowledge.

In our partnership of collaboration and trust, it is crucial to acknowledge that not all information falls under the umbrella of confidentiality. There are certain circumstances where information is not bound by the same obligations of secrecy. Specifically, Confidential Information does not encompass information that:

  • Becomes Public Knowledge: Should any information become publicly known, and such disclosure occurs through no fault or breach of this Agreement by you, our esteemed partner, it is not considered confidential under the terms of this Agreement.
  • Independently Developed: If you, using your own resources and without any reference to the shared Confidential Information, independently develop the same or similar information, such independence affirms that the information is not restricted by this Agreement.
  • Rightfully Received: On occasions where information is rightfully obtained from another source, one that is not bound by a duty of confidentiality towards us, such information is not considered part of the Confidential Information protected under this Agreement.

These exclusions are designed to ensure fairness and clarity in our partnership, acknowledging that the flow of information cannot be entirely controlled, yet ensuring that the core values of trust and confidentiality are not compromised. It underscores our mutual respect for the integrity of the information shared and the boundaries within which it is protected.

The foundation of our agreement is built on a lasting commitment to confidentiality and trust. The protective cloak over the Confidential Information that we share is not indefinite but is designed to last for [Number] years following the initial date of disclosure. This period reflects our understanding of the value and sensitivity of the information exchanged and our commitment to safeguarding it over a substantial duration, ensuring it serves its intended purpose in fostering our collaborative efforts.

In the spirit of mutual respect and transparency, should the need arise to conclude this Agreement earlier, either party has the liberty to initiate termination. This can be done through the provision of a written notice to the other party. Such a step ensures that both parties retain control over the agreement’s lifespan, providing a clear, respectful mechanism to conclude our agreement if circumstances change.

This approach to term and termination underscores our commitment to flexibility and responsiveness in our partnership, ensuring that our collaboration remains aligned with our current needs and circumstances while upholding the highest standards of confidentiality and respect.

The culmination of our partnership or a specific request by the disclosing party initiates a critical process concerning the handling of Confidential Information. It is imperative that upon termination of our agreement, or upon direct request from us, you, as the receiving party, will engage promptly in either returning or securely destroying all Confidential Information that has been shared.

This process is a testament to our shared commitment to confidentiality and the ethical management of information. The prompt action to return or destroy Confidential Information not only complies with the formal terms of our agreement but also symbolises the trust and respect that form the bedrock of our partnership. It ensures that the integrity of the information shared is preserved, and its confidentiality respected, even as our formal agreement comes to an end.

Taking such steps is fundamental to maintaining the highest standards of information security and confidentiality, reflecting our mutual dedication to these principles throughout and beyond the lifespan of our collaboration.

The trust we place in our partnership and the confidentiality agreement that binds us is paramount. Should there be a breach of this Agreement, the repercussions extend beyond just legal implications; they touch upon the very essence of our partnership, potentially causing irreparable harm. In recognition of this, should any breach occur, you, as the receiving party, are committed to indemnifying us, the disclosing party, against any and all losses or damages that may result. This indemnity is a testament to the seriousness with which we both regard the safeguarding of Confidential Information.

Moreover, transparency in the wake of such an event is critical. It is incumbent upon you to notify us immediately upon the discovery of any breach. This prompt notification is not merely a procedural step; it is a crucial action that underscores the trust and integrity upon which our partnership is built. It enables us to respond effectively and mitigate any potential harm, further protecting the interests of both parties.

The stipulation of these measures is a reflection of our mutual commitment to uphold the highest standards of confidentiality and to act with diligence and integrity, ensuring the protection of the valuable information that underpins our collaboration.

In our collaborative journey, the responsibility of safeguarding Confidential Information extends beyond our immediate partnership to include all individuals and entities that contribute to our mutual projects. As such, you, as the receiving party, bear the responsibility to ensure that your agents and subcontractors are not only aware of but fully comply with the provisions of this Agreement.

This requirement serves to create a unified approach to confidentiality, ensuring that everyone involved in our collaboration respects and adheres to the same high standards of information protection. It is a testament to our collective commitment to maintaining the integrity and confidentiality of the information that forms the foundation of our partnership.

The seamless extension of these obligations to your agents and subcontractors reinforces the trust we place in you, highlighting the importance of a cohesive and comprehensive approach to confidentiality across all levels of our project execution.

Our collaboration, underscored by this Agreement, is built on a foundation of mutual respect for the unique contributions each party brings to the table, including the invaluable intellectual property that helps define our businesses. It is essential to clarify that nothing within this Agreement should be interpreted as transferring or granting any form of rights over such intellectual property to the receiving party.

This provision is designed to protect the integrity and ownership of the intellectual property rights that each party holds, ensuring that our partnership is facilitated on a platform of respect for these rights. It underscores our commitment to fostering a collaborative environment where the intellectual property of each entity is safeguarded and respected, allowing for a relationship that promotes innovation while protecting the assets that are core to our businesses.

The emphasis on intellectual property rights within this Agreement serves as a reminder of the importance of these assets to our collaboration and the need to navigate our partnership with a clear understanding and respect for these boundaries.

At the heart of our partnership is a foundation built on mutual trust and the understanding that each of us enters into this Agreement with integrity and the lawful right to share the information we disclose. We each affirm, through this warranty, that we possess the full authority and freedom to make the disclosures outlined within this Agreement.

This assurance is pivotal, not only as a testament to our respect for the legal frameworks that govern our industries but also as a reflection of our commitment to a partnership based on honesty and ethical business practices. By warranting our capacity to engage in this exchange of information, we underscore our dedication to a collaborative relationship that is both legally sound and built on mutual trust.

The mutual warranties provided here serve as a cornerstone for our agreement, ensuring that the disclosures made and the collaboration that follows are rooted in transparency and lawful authority, setting a strong foundation for our shared success.

This Agreement, in every aspect of its execution and interpretation, shall be governed by the laws of the United Kingdom. This jurisdictional choice ensures that our partnership is guided by a legal framework known for its robustness and fairness, providing a solid foundation for our collaborative efforts.

Moreover, in recognition of the importance of data protection and privacy, especially in today’s digitally interconnected world, we also acknowledge our commitment to comply with the General Data Protection Regulation (GDPR). This commitment ensures that any personal data shared or processed as part of our collaboration is handled with the utmost care and in strict adherence to GDPR guidelines, reinforcing our dedication to privacy, security, and compliance.

Our adherence to the laws of the United Kingdom and our commitment to GDPR compliance are indicative of our dedication to not only meet but exceed the highest standards of legal and ethical conduct. This approach safeguards our partnership and the confidential information that is its lifeblood, ensuring a trusted and secure framework for our collaboration.

Amendments: In the dynamic landscape of our partnership, adjustments and modifications may become necessary. It is important to note that any amendments to this Agreement will hold validity only when put in writing and duly signed by both parties involved. This ensures that changes are mutually agreed upon, documented, and formally recognized, maintaining the integrity of our agreement.

Waiver: The strength of our agreement is upheld by each clause and provision it contains. Should there be instances where enforcement of any part of this Agreement is not pursued, this action, or the lack thereof, does not imply a waiver of any terms or conditions. Each provision remains intact and enforceable, preserving the agreement’s overall structure and intent.

Entire Agreement: This document stands as the complete and exclusive agreement between the parties concerning its subject matter. It supersedes all previous discussions, understandings, and agreements, capturing our mutual intentions and commitments in full. This clause ensures that the written Agreement is the definitive account of our intentions and supersedes any other informal or verbal agreements, providing clarity and certainty to both parties.

The culmination of our Non-Disclosure Agreement is signified through the signature section, a formal testament to the mutual commitment between the parties involved. This is where the agreement transitions from words to action, officially coming into effect as of the designated Effective Date.

What to Expect in the Signature Section:

  • Acknowledgment: This section begins with a declaration that both parties, having fully understood and agreed to the terms outlined, execute the agreement, making it legally binding from the Effective Date.

  • Signing Details for Both Parties:

    • [Disclosing Party’s Name] and [Receiving Party’s Name]: The legal names of both entities entering the agreement are clearly stated, reaffirming who is bound by the terms of the NDA.
    • By: A space is provided for the authorised representative of each party to sign, symbolising their acceptance and agreement to the NDA’s terms on behalf of their respective organisations.
    • Name: The printed name of the individual signing, ensuring clarity on who has authorised the agreement.
    • Title: The position or title of the individual, indicating their capacity to enter agreements on behalf of the organisation.
    • Date: The date on which each party signs the agreement, marking the formal commitment to its terms.

This section not only serves as the physical manifestation of our agreement but also as a solemn vow to uphold the principles of confidentiality and mutual respect that are central to our partnership. It ensures that all parties are unequivocally aware of their responsibilities and the seriousness with which this agreement is entered into, solidifying our collaboration with a shared commitment to integrity and confidentiality.