S.E.E.Comm
Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is by and between:
S.E.E.Comm Limited, Suite 1 4th Floor 54-58, Athol St, Douglas, Isle of Man IM1 1JD, a company incorporated in the Isle of Man, with company number 022697V ("SEECOMM"), and any subsidiaries, or companies that form part of a group, and,
— Signatory — ("Company").
1. Purpose
The parties desire to exchange information on a confidential basis related to various business partnership and investment opportunities. "Confidential Information" means confidential, proprietary and/or trade secret information of the disclosing party and/or its affiliates, including without limitation information relating to business, product, marketing, licensing or sales activities, finances, revenue, pricing, development, research, designs, code, data, techniques, processes, inventions, testing strategies, industry, customer or consumer information and third party confidential information. Confidential Information does not include anything that (i) was previously known to the receiving party without any confidentiality obligation, (ii) is or becomes publicly known through no wrongful act of the receiving party, (iii) was rightfully received from a third party without any confidentiality obligation, or (iv) was independently developed by the receiving party without using any Confidential Information.
2. Nondisclosure and Limited Use Obligations
Each party will protect Confidential Information disclosed by the other party by (i) not disclosing it to third parties, (ii) preserving its confidentiality with the same level of care it applies to its own similar types of Confidential Information, and always by taking reasonable steps to preserve confidentiality, and (iii) using it only for the Purpose. A party will disclose the other party's Confidential Information only to its employees, affiliates and consultants who need to know such information to further the Purpose.
3. Legally-Required Disclosures
A receiving party may, without breaching this Agreement, disclose Confidential Information to the extent required to comply with a court order or applicable law or regulation, provided it notifies the disclosing party as soon as possible and cooperates to seek a protective order.
4. Money Damages are Not Sufficient Protection
Each party acknowledges that money damages may not adequately protect the disclosing party against actual or threatened breach of this Agreement and that such breach would result in irreparable harm.
5. Length of Obligations
This Agreement takes effect when both SEECOMM and Company have signed and will continue for two years, after which either party may elect to terminate with 30 days' prior written notice. This Agreement applies to Confidential Information disclosed while it is in effect for a period of five years from its disclosure, regardless of any termination, except this Agreement will apply indefinitely to trade secret information and personal or customer information.
6. Other Terms
The disclosing party grants no rights under its patents, copyrights, trademarks or other proprietary rights under this Agreement. This Agreement does not create any formal business association between the parties. The laws of England and Wales govern this Agreement. No failure or delay in enforcing any right will be deemed a waiver. This Agreement may be changed only in a writing signed by both parties.
7. Non-Circumvention
Each party agrees not to circumvent each other. SEECOMM's partnerships in the lending/debt capital/equity/acquisitions realm remain entities of SEECOMM and the Company below may not directly do business without including SEECOMM on all present and future transactions. The Company's deals and clients are unique to the entity and SEECOMM may not circumvent and deal directly with the client without including the Company on present and future transactions. The period for this clause will be indefinite and will stand even if the NDA is dissolved or breached.
8. Jurisdiction
This agreement is governed under the laws of England and Wales.
For and on behalf of SEECOMM Limited
Vj Angelo
Director
Suite 1 4th Floor 54-58, Athol St, Douglas, Isle of Man IM1 1JD
For and on behalf of the Company
— to be completed —
Signature to be provided below
