PLEASE READ THESE TERMS OF A NON DICLOSURE AGREEMENT TO INITIATE PRELIMINARY DISCUSSIONS FOR A POTENTIAL COLLABORATION (“TERMS”) CAREFULLY BEFORE SIGNING UP AT OUR SITE ( HEREAFTER CALLED THE SITE ) TO DISCUSS ABOUT THIS POTENTIAL . BY SIGNING UP YOU SIGNIFY THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF AN NON DISCLOSURE AGREEMENT WITH SEAWORKS PLEASE DO NOT SIGN UP.
THIS AGREEMENT, made and effective AT THE DATE OF THE SIGN UP (“Effective Date”) by and between Seaworks Training & Consultancy LTD with its principal place of business at 40 Valley Field Crescent, Enfield, EN2 7QA, United Kingdom on behalf of itself and its affiliates (“Seaworks”) and YOU THE PERSON SIGNING UP (the “Receiving Party”).
WHEREAS, Seaworks and the Service provider wish to discuss a potential business arrangement relating to Seaworks Training and Consultancy Services (the “Potential Business Arrangement”) and the parties recognize that during and in connection with discussions between the parties, Seaworks will be disclosing to the Receiving party valuable information, which is confidential or proprietary information belonging to Seaworks.
Because of the confidential nature of such information, the Receiving Party agrees that these disclosures will be subject to the following conditions:
“Confidential Information” is defined as any information disclosed by Seaworks to the Receiving Party and may include without limitation the nature of research and/or development projects and data relating to them, services, products, customers, suppliers, personally identifiable information, pricing, costs, know-how, strategies, programs, processes, and practices and confidential and proprietary information Seaworks receives from third parties. Such confidentiality obligations apply without limitation to written documentation, oral disclosures, disclosures made by visual observation and disclosures in electronic form.
Confidential Information shall not include any information that:
(a) is already known to the Receiving Party at the time of disclosure; or
(b) is generally available to the public or becomes publicly known through no wrongful act of the Receiving Party; or
(c) is received by the Receiving Party from a third-party who had a legal right to provide it.
(d) If the Receiving Party is required to disclose Seaworks’s Confidential Information by order of a court of law, administrative agency, or other governmental body, the Receiving Party shall provide reasonable advance notice to Seaworks in order to allow Seaworks the opportunity to seek a protective order or otherwise prevent or limit such disclosure.
The Receiving Party agrees to use Seaworks’s Confidential Information disclosed to it solely for evaluation of the Potential Business Arrangement with Seaworks, and without the written consent of Seaworks, agrees not to disclose such Confidential Information to any other person or entity
The Receiving Party shall in all respects treat such Confidential Information disclosed to it hereunder with confidentiality. At the termination of this Agreement or within thirty (30) days of receipt of a written request from Seaworks, the Receiving Party will return to Seaworks all Confidential Information disclosed to it under this Agreement, including but not limited to all printed or reproduced material and information stored in electronic form.
The term of this Agreement shall remain in effect for two (2) years from the Effective Date
The Receiving Party agrees that the Confidential Information disclosed by Seaworks under this Agreement is of a special, unique and intellectual character, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, it is agreed that Seaworks shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court having jurisdiction, this being in addition to any other remedy to which Seaworks is entitled at law or in equity.
This Agreement contains the entire understanding between the parties related to the subject matter hereof, and supersedes all prior written and verbal negotiations, representations, and agreements concerning the subject matter.
The obligations of this Agreement shall not be altered, amended or superseded by any subsequent agreement except by written instrument signed by both parties.
Confidential Information shall at all times remain the property of Seaworks. No license or other right under any patent, trademark, copyright, trade secret, or other intellectual proprietary right is being granted by Seaworks hereunder except the right to use Seaworks’s Confidential Information in accordance with the terms of this Agreement.
Neither party is obligated to enter into any further agreements with the other party by virtue of entering into this Agreement. Any intention of the parties to proceed with a further business arrangement shall be set forth in a separate written agreement signed by authorized representatives of both parties.
If any provision of this Agreement is declared void, or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.
This Agreement shall be governed by the laws of United Kingdom without regard to conflict of law provisions.