\u00a0<\/strong><\/h5>\nTHESE TERMS SET OUT OUR AGREEMENT WITH YOU FOR THE PROVISION OF OUR CONFIDENTIAL INFORMATION TO YOU AND YOUR CONFIDENTIALITY OBLIGATIONS IN RELATION TO OUR INFORMATION<\/p>\n
BY ELECTRONICALLY SIGNING THIS AGREEMENT BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.<\/p>\n
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN THIS AGREEMENT AND YOU WILL NOT BE PERMITTED TO RECEIVE OUR CONFIDENTIAL INFORMATION.<\/p>\n
Background<\/strong><\/p>\nRWL Projects LTD (\u201cProvider<\/strong>\u201d) understands that you (\u201cRecipient<\/strong>\u201d) are interested to receive information relating to the Purpose.<\/p>\nIn consideration of the Provider agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the Provider that it shall comply with the terms of this Agreement.<\/p>\n
\n- Definitions<\/li>\n<\/ol>\n
In this Agreement:<\/p>\n
\n- \u201cAffiliates<\/strong>\u201d means, in relation to a company, any company which directly or indirectly controls, is controlled by or under joint control with that company.<\/li>\n<\/ul>\n
\n- \u201cConfidential Information\u201d<\/strong> has the meaning given in clause 2.1.<\/li>\n<\/ul>\n
\n- \u201cCopies\u201d<\/strong> means copies of Confidential Information including any document, electronic file, note, extract, analysis, study, plan, compilation or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information.<\/li>\n<\/ul>\n
\n- \u201cGroup<\/strong>\u201d in relation to a company (wherever incorporated), that company, and any of its Affiliates. Unless the context otherwise requires, the application of the definition of Group to a company at any time will apply to the company as it is at that time.<\/li>\n<\/ul>\n
\n- \u201cPermitted Recipient<\/strong>\u201d means any person referred to in clause 4.1 to whom Confidential Information is disclosed by, or at the request of, the Recipient.<\/li>\n<\/ul>\n
\n- \u201cPurpose\u201d means considering, evaluating and negotiating the Opportunity.<\/li>\n<\/ul>\n
\n- \u201cOpportunity<\/strong>\u201d means the opportunity to invest in various properties, technologies or businesses presented by the Provider to the Recipient via www.saltyoptions.com.<\/li>\n<\/ul>\n
\n- Confidential Information<\/li>\n<\/ol>\n
\n- In this Agreement, Confidential Information means:<\/li>\n<\/ul>\n
\n- the fact that the parties are considering the Opportunity or that discussions are taking (or have taken) place concerning the Opportunity;<\/li>\n<\/ul>\n
\n- the existence and contents of this Agreement; and<\/li>\n<\/ul>\n
\n- all confidential or proprietary information (however recorded or preserved) relating to the Provider\u2019s business, or any company that is (or was at the date of this Agreement) in the Provider\u2019s Group, that is directly or indirectly disclosed or made available (in any form or medium) to the Recipient or any of its representatives by any agent, officer or employee of the Provider\u2019s Group or which comes to the Recipient’s attention in connection with the Purpose whether before, on or after the date of this Agreement.<\/li>\n<\/ul>\n
\n- Information is not Confidential Information if:<\/li>\n<\/ul>\n
\n- it is or becomes generally available to the public other than as a direct or indirect result of the information being disclosed in breach of this Agreement (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or<\/li>\n<\/ul>\n
\n- the Recipient can establish to the reasonable satisfaction of the Discloser that it received the information from a person not connected with the Discloser or its Group and that such person is not under any obligation of confidence in respect of that information; or<\/li>\n<\/ul>\n
\n- the Recipient can establish to the reasonable satisfaction of the Discloser that the information was known to the Recipient before the date of this Agreement and that it was not under any obligation of confidence in respect of that information; or<\/li>\n<\/ul>\n
\n- the parties agree in writing that the information is not confidential.<\/li>\n<\/ul>\n
\n- Confidentiality obligations<\/li>\n<\/ol>\n
\n- In consideration of the Provider agreeing to disclose Confidential Information to the Recipient, the Recipient undertakes to the Provider that it shall:<\/li>\n<\/ul>\n
\n- keep the Confidential Information secret and confidential;<\/li>\n<\/ul>\n
\n- not use or exploit the Confidential Information in any way, except for the Purpose; and<\/li>\n<\/ul>\n
\n- not directly or indirectly disclose or otherwise make available any Confidential Information to any person, except as expressly permitted by, and in accordance with, the terms of this Agreement;<\/li>\n<\/ul>\n
\n- not make any Copies, except as expressly permitted by, and in accordance with, the terms of this Agreement;<\/li>\n<\/ul>\n
\n- ensure that no person gets access to, or obtains any Confidential Information from it, except as expressly permitted by, and in accordance with, the terms of this Agreement; and<\/li>\n<\/ul>\n
\n- inform the Discloser immediately on becoming aware, or suspecting, that Confidential Information has been disclosed to, or otherwise obtained by, an unauthorised third party.<\/li>\n<\/ul>\n
\n- Permitted disclosure<\/li>\n<\/ol>\n
\n- Subject to complying with its obligations under clause 4.2, the Recipient may disclose Confidential Information to:<\/li>\n<\/ul>\n
\n- its solicitors or financial advisers engaged to advise it in connection with the Opportunity; and<\/li>\n<\/ul>\n
\n- any person whom the other party agrees in writing may receive the relevant Confidential Information.<\/li>\n<\/ul>\n
\n- Where Confidential Information is disclosed by the Recipient to a Permitted Recipient, the Recipient shall:<\/li>\n<\/ul>\n
\n- inform the Permitted Recipient of the confidential nature of the Confidential Information before it is disclosed;<\/li>\n<\/ul>\n
\n- procure that the Permitted Recipient shall, in relation to any Confidential Information disclosed to it, comply with this Agreement as if it were a party and, if the Discloser so requests, procure that the Permitted Recipient enters into a confidentiality agreement with the Discloser on terms equivalent to those contained in this Agreement; and<\/li>\n<\/ul>\n
\n- at all times, be responsible for the Permitted Recipient’s compliance with the terms of this Agreement.<\/li>\n<\/ul>\n
\n- Forced disclosure<\/li>\n<\/ol>\n
\n- Subject to the provisions of this clause 5, the Recipient may disclose Confidential Information to the minimum extent required by:<\/li>\n<\/ul>\n
\n- an order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction;<\/li>\n<\/ul>\n
\n- the rules of any listing authority or stock exchange on which the shares of any company in its Group are listed or traded; or<\/li>\n<\/ul>\n
\n- the laws or regulations of any country with jurisdiction over the affairs of any company within its Group.<\/li>\n<\/ul>\n
\n- Before the Recipient discloses any Confidential Information under clause 5.1, it shall (to the extent permitted by law) use its best efforts to:<\/li>\n<\/ul>\n
\n- inform the Discloser of the full circumstances of the required disclosure and the Confidential Information that must be disclosed;<\/li>\n<\/ul>\n
\n- take all such steps as may be reasonable and practicable in the circumstances to agree the contents of the required disclosure with the Discloser before it is made;<\/li>\n<\/ul>\n
\n- consult with the Discloser as to possible steps to avoid or limit the required disclosure and to take those steps where they would not result in significant adverse consequences to the first party;<\/li>\n<\/ul>\n
\n- gain assurances as to confidentiality from the body or authority requiring the disclosure; and<\/li>\n<\/ul>\n
\n- where the disclosure is by way of public announcement, agree the wording of such announcement with the Discloser before it is made<\/li>\n<\/ul>\n
\n- Return of the Confidential Information<\/li>\n<\/ol>\n
\n- If requested by the Provider at any time, the Recipient shall immediately destroy or return to the Provider all documents and other records of the Confidential Information (including all Copies) that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall permanently erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent technically practicable).<\/li>\n<\/ul>\n
\n- The Provider may request the Recipient to certify in writing that it has complied with its obligations in paragraph 6.1.<\/li>\n<\/ul>\n
\n- Term and Termination<\/li>\n<\/ol>\n
\n- If either party decides not to continue to be involved in the Purpose with the other party, it shall notify that party immediately.<\/li>\n<\/ul>\n
\n- Notwithstanding the termination of discussions between the parties in relation to the Purpose pursuant to paragraph 7.1, the obligations of the Recipient shall continue for a period of four years from the termination of this Agreement.<\/li>\n<\/ul>\n
\n- Restrictions on Recipient<\/li>\n<\/ol>\n
8.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 The Recipient shall not:<\/h3>\n\n- for a period of 24 months after the discussions over the Purpose have ended, deal with or seek the custom of any person who is or was a client or customer (or a prospective client or customer) of the Discloser, if the type of goods or services in respect of which the client or customer is solicited were supplied to the client or customer by the Discloser in the 24 months before the date of this Agreement or during discussions over the Purpose;<\/li>\n<\/ul>\n
\n- for a period of 18 months after discussions over the Purpose have ended, either alone or jointly with, through or as adviser to, or agent of, or manager for, any person directly or indirectly carry on or be engaged, concerned or interested in or assist a business which competes, directly or indirectly, with a business of the Discloser Group that is contemplated by the Opportunity or is carried on at the date of this Agreement or at any time in the twelve months prior to that date in a territory in which that business is or was carried on at any such date;<\/li>\n<\/ul>\n
\n- for a period of 12 months after the discussions over the Purpose have ended:<\/li>\n<\/ul>\n
\n- offer employment to, enter into a contract for the services of, or attempt to entice away from the Discloser Group, any individual who is at the time of the offer or attempt, and was at the time the discussions concerning the Opportunity were taking place, an employee holding an executive or managerial position with, or an officer of, any member of the Discloser Group; or<\/li>\n<\/ul>\n
\n- procure or facilitate the making of any such offer or attempt by any other person.<\/li>\n<\/ul>\n
\n- The undertakings in this clause 8 apply to actions carried out by the Recipient in any capacity and whether directly or indirectly, on its own behalf, on behalf of any other person or jointly with any other person.<\/li>\n<\/ul>\n
\n- Each of the covenants in this clause 8 is considered fair and reasonable by the Recipient.<\/li>\n<\/ul>\n
\n- Assignment<\/li>\n<\/ol>\n
The Provider may assign its rights under this Agreement to any member of its Group who will be entitled to enforce this Agreement as if it was the Provider.<\/p>\n
\n- Acknowledgment and inadequacy of damages<\/li>\n<\/ol>\n
\n- The Recipient acknowledges and agrees that the Confidential Information may not be accurate or complete and the Discloser makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness.<\/li>\n<\/ul>\n
\n- Without prejudice to any other rights or remedies that the Discloser may have, the Recipient acknowledges and agrees that damages alone would not be an adequate remedy for any breach by it of the terms of this Agreement. Accordingly, the Discloser shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this Agreement.<\/li>\n<\/ul>\n
\n- Severance<\/li>\n<\/ol>\n
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.<\/p>\n
\n- Governing law and jurisdiction<\/li>\n<\/ol>\n
\n- Governing law.<\/strong> This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.\u00a0<\/strong><\/li>\n<\/ul>\n
\n- Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.<\/li>\n<\/ul>\n
Please electronically sign a copy of this agreement below if you agree to its terms.<\/p>\n","protected":false},"excerpt":{"rendered":"
Non-disclosure agreement PLEASE READ THESE TERMS CAREFULLY\u00a0 THESE TERMS SET OUT OUR AGREEMENT WITH YOU FOR THE PROVISION OF OUR CONFIDENTIAL INFORMATION TO YOU AND YOUR CONFIDENTIALITY OBLIGATIONS IN RELATION TO OUR INFORMATION BY ELECTRONICALLY SIGNING THIS AGREEMENT BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE […]<\/p>\n","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"pages\/dashboard2.php","meta":{"footnotes":""},"class_list":["post-176","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/pages\/176"}],"collection":[{"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/comments?post=176"}],"version-history":[{"count":17,"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/pages\/176\/revisions"}],"predecessor-version":[{"id":289,"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/pages\/176\/revisions\/289"}],"wp:attachment":[{"href":"https:\/\/saltyoptions.com\/wp-json\/wp\/v2\/media?parent=176"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}