LiveCode Non Disclosure Form
This agreement, effective when executed by signature below, is made between (“Disclosing Party”) and LiveCode Ltd, 25a Thistle Street Lane South West, Edinburgh, Scotland, UK, EH2 1EW (“Receiving Party”) – to protect the confidential or proprietary nature of information to be disclosed by (“Disclosing Party”).
To facilitate discussions/meetings and the conduct of business between the Disclosing Party and the Receiving Party, it may be necessary for the Disclosing Party to disclose technical, customer, personnel and/or business information in written, graphic, oral or other tangible or intangible forms including, but not limited to, specifications, records, data, computer programs, drawings, schematics, knowhow, notes, models, reports and samples. Such information may contain proprietary or confidential material, or material subject to applicable laws regarding secrecy of communications or trade secrets (“Confidential Information”).
The Receiving Party acknowledges and agrees:
a) All Confidential Information disclosed by the Disclosing Party shall be and shall remain the exclusive property of the source;
b) The Disclosing Party will identify orally or in writing (including by email) as “confidential’ or “proprietary”, or mark as confidential or proprietary, any information it deems to be Confidential Information;
c) The Receiving Party shall receive in confidence any Confidential Information; shall limit access to such Confidential Information to authorized employees who have a need to know the Confidential Information in order for the Receiving Party to participate in business with the Disclosing Party; and the Receiving Party shall not disclose such Confidential Information to others (to include consultants, advisors and other such entities and persons which are not full-time, regular employees of the Receiving Party) or authorize anyone else to disclose such Confidential Information to others without the prior written approval of the Disclosing Party;
d) The Receiving Party shall return promptly to the Disclosing Party, or shall destroy any copies of such Confidential Information in written, graphic or other tangible form at the Disclosing Party’s request;
e) The obligations with respect to Confidential Information shall extend for a period of two (2) years following the date of initial disclosure of that Confidential Information, and such obligations shall extend beyond completion of the term of this Agreement.
f) Neither disclosure of Confidential Information nor this Agreement shall be construed as a license to make, use or sell the Confidential Information or products derived there from.
g) These obligations do not apply to Confidential Information which:
h) It is agreed that a disclosure of Confidential Information in violation of any of the provisions of this Agreement will cause irreparable harm and injury and the Disclosing Party shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining the Receiving Party from doing or continuing to do any such act and any other violations or threatened violations of this Agreement. Absent a showing of wilful violation of this Agreement neither Party shall be liable to the other, whether in contract or in tort or otherwise, for special, indirect, incidental or consequential damages.
i) Neither this Agreement nor provision of Confidential Information pursuant to it shall be construed as an Agreement, commitment, promise or representation by either Party to do business with the other or to do anything except as set out specifically in this Agreement
J) This Agreement shall be construed in accordance with the laws of Scotland, UK.
k) This Agreement is the entire Agreement between the Parties with respect to nondisclosure of Confidential Information and supersedes all prior Agreements and understandings with respect to this subject. This Agreement may be amended only by written Agreement executed by both Parties. This Agreement shall not be assigned or transferred by either Party without the prior written consent of the other. This Agreement shall be binding on agents, successors and permitted assigns of the Receiving Party.
l) This agreement will automatically renew automatically for a two year term following the provision of Confidential Information. This agreement may be terminated by written notice by either party. Upon termination the obligations with respect to Confidential Information shall survive for two years.
NONDISCLOSURE AGREEMENT – Approval Form
Wherefore the Receiving Party have by their duly authorized representatives, executed the above Agreement on the date first given above:
Leave this empty:
Signed by Kevin Miller
Signed On: August 7, 2018
If you have questions about the contents of this document, you can email the document owner.
Document Name: LiveCode Non Disclosure Form
Agree & Sign