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:

  • As shown by reasonably documented proof, was in the Receiving Party’s possession prior to receipt thereof from the Disclosing Party; or
  • As shown by reasonably documented proof, was received by the Receiving Party in good faith from a third party not subject to a confidential obligation to the Disclosing Party; or
  • Now is or later becomes publicly known through no breach of confidential obligation by the Receiving Party; or
  • Is disclosed to a third party by the Disclosing Party without a similar nondisclosure restriction; or
  • Is disclosed pursuant to a requirement imposed by a governmental agency or is otherwise required to be disclosed by operation of law, except that prior to disclosure pursuant to this subsection, the Receiving Party shall notify the Disclosing Party and shall give the Disclosing Party an opportunity to participate in objecting to production of the Confidential Information; or
  • Was developed by the Receiving Party without the developing person(s) having access to any Confidential Information received from the Disclosing Party; or
  • Is authorized in writing by the Disclosing Party to be released or is designated in writing by the Disclosing Party as no longer being confidential or proprietary.

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

Signature Certificate
Document name: LiveCode Non Disclosure Form
Unique Document ID: 23fd47f1b7c15bd4c0783e678e36e39f941cd6cb
Timestamp Audit
June 26, 2018 4:40 pm BSTLiveCode Non Disclosure Form Uploaded by Kevin Miller - kmiller@livecode.com IP 2a02:c7d:2e16:7e00:b4fa:adb0:b517:dc51
June 26, 2018 4:42 pm BST Document owner steven.crighton@livecode.com has handed over this document to kmiller@livecode.com 2018-06-26 16:42:00 - 2a02:c7d:2e16:7e00:5838:ff74:56bd:e40d