Non Disclosure Terms & Conditions

THE OPTIMISATION TEAM – NON DISCLOSURE

This Non-Disclosure Agreement ("Agreement") is entered into on the date that the form is completed, by and between:

1. The Optimisation Team a company incorporated under the laws of United Kingdom, with its principal place of business located at Exeter, EX2 4LX (hereinafter referred to as "Disclosing Party"); and
2. The Party, an individual accessing the Funding Page as noted on the Opt In Form (hereinafter referred to as "Receiving Party").

The Disclosing Party and Receiving Party may each be referred to as a "Party" and collectively as the "Parties."

1. Definitions

For the purpose of this Agreement:

• "Confidential Information" means any non-public, proprietary, or sensitive information, data, or materials, disclosed or made available by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to:
• Business strategies and plans
• Financial information
• Client and vendor details
• Product development, research, and roadmaps
• Technical data, software, and source codes
• Marketing strategies, pricing, and forecasts
• Employee information, including HR data
• Any other information designated as "Confidential" by the Disclosing Party at the time of disclosure, whether in written, oral, or electronic form
• "Disclosing Party" means the Party disclosing the Confidential Information.
• "Receiving Party" means the Party receiving the Confidential Information.

 

2. Obligations of the Receiving Party

The Receiving Party agrees to:

• Non-Use and Non-Disclosure: Maintain the Confidential Information in strict confidence and not use it for any purpose other than fulfilling obligations or duties directly related to their employment or contractual relationship with the Disclosing
• Party. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Protection: Use the same degree of care to protect the confidentiality of the Confidential Information as it would with its own confidential and proprietary information but in no event less than a reasonable degree of care.
• No Copying: Not copy, reproduce, or duplicate any Confidential Information, except as may be necessary to fulfill their employment or duties under this Agreement.
• Return or Destruction: Upon termination of the relationship or upon request of the Disclosing Party, promptly return or destroy all copies, notes, or derivatives of the Confidential Information in any form, whether in printed, electronic, or other formats.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was already in the Receiving Party’s possession before the time of disclosure, without obligation of confidentiality;
• Is or becomes publicly available through no fault of the Receiving Party;
• Is received from a third party who is not under a confidentiality obligation to the Disclosing Party; or
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. Permitted Disclosures

The Receiving Party may disclose Confidential Information to:

• Employees and Agents: Employees, agents, contractors, or representatives of the Receiving Party who need to know such information for the purpose of carrying out their duties, provided they are bound by confidentiality obligations at least as restrictive as those in this Agreement.
• Legal Requirement: If required by law, regulation, or court order, the Receiving Party may disclose Confidential Information, provided it gives prior written notice to the Disclosing Party and takes reasonable steps to obtain protective measures.

5. No License or Ownership

This Agreement does not grant the Receiving Party any ownership or license rights in the Confidential Information, nor does it imply any right or authorization to use the Confidential Information except as expressly provided herein. All Confidential Information shall remain the exclusive property of the Disclosing Party.

6. Term and Duration

This Agreement shall commence on the date of execution and shall remain in effect for the duration of the employment or contractual relationship between the Parties. After termination of the employment or contractual relationship, the confidentiality obligations shall survive for an additional period of five [5] years from the termination date.

   7.  Remedies and Damages

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may result in irreparable harm to the Disclosing Party for which monetary damages may be insufficient. As such, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies in addition to any legal or financial damages. The Receiving Party shall also indemnify and hold the Disclosing Party harmless against any losses, damages, or liabilities arising from a breach of this Agreement.

8. No Obligation to Disclose

Nothing in this Agreement shall obligate the Disclosing Party to disclose any specific Confidential Information or to enter into any further agreements or business relationships with the Receiving Party.

9. No Warranty

The Disclosing Party provides the Confidential Information "as is," and makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the Confidential Information.

10. Termination

Either Party may terminate this Agreement at any time by providing written notice to the other Party. However, the obligations of confidentiality with respect to any Confidential Information disclosed before termination shall survive such termination for the period specified in this Agreement.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of United Kingdom. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of United Kingdom.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or communications, whether written or oral, related to the Confidential Information.

13. Amendments

Any amendments to this Agreement must be in writing and signed by both Parties.

  14.  Severability

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

CHANGES TO NON DISCLOSURE TERMS

The Company reserves the right, in its sole discretion, to change the Terms under which the information on the linked page is offered. The most current version of the Terms will supersede all previous versions. The Company encourages you to periodically review the Terms to stay informed of our updates.

CONTACT US

The Optimisation Team Ltd welcomes your questions or comments regarding the Terms:

The Optimisation Team Ltd
14 East Grove Road
Exeter,

United Kingdom

EX2 4LX
Email Address: [email protected]

Last Updated: October 2024