Mutual Non-Disclosure Agreement

Each clause with the page it sits on. Pick one to see it highlighted in the document.

• p.1CoverMutual Non-Disclosure Agreement between Halden Robotics Ltd and Corvane Systems Inc. Dated 3 March 2025 Reference MF-NDA-2025-014 Fictional document...
• p.3Parties and backgroundThis Agreement is made on 3 March 2025 between: (1) Halden Robotics Ltd, a company incorporated in England and Wales with company number 09874512...
• p.3 §1.1Definitions and interpretationIn this Agreement the following words have the meanings set out below: “Affiliate” means, in relation to a party, any entity that directly or...
• p.4 §1.1Definitions and interpretation“Representatives” means, in relation to a party, its and its Affiliates’ directors, officers, employees, professional advisers and subcontractors....
• p.4 §2.1Confidentiality obligationsThe Receiving Party shall: (a) keep the Confidential Information strictly confidential; (b) use the Confidential Information only for the Permitted...
• p.4 §2.2Confidentiality obligationsThe Receiving Party may disclose Confidential Information to those of its Representatives who need to know it for the Permitted Purpose, provided...
• p.4 §2.3Confidentiality obligationsThe Receiving Party shall notify the Disclosing Party in writing within 48 hours of becoming aware of any actual or suspected unauthorised access to,...
• p.5 §3.1ExclusionsThe obligations in clause 2 do not apply to information that the Receiving Party can show, by written records: (a) is or becomes generally available...
• p.5 §4.1Compelled disclosureThe Receiving Party may disclose Confidential Information to the extent that it is required to do so by law, by a court of competent jurisdiction or...
• p.5-6 §5.1Return and destructionWithin 30 days of the Disclosing Party’s written request, or of the expiry or termination of this Agreement, the Receiving Party shall return or...
• p.6 §6.1No licence, no warrantyAll Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or other...
• p.6 §6.2No licence, no warrantyConfidential Information is provided “as is”. The Disclosing Party gives no warranty that it is accurate or complete, and accepts no liability for...
• p.6 §7.1RemediesEach party acknowledges that damages alone may not be an adequate remedy for a breach of this Agreement. The Disclosing Party is entitled to seek an...
• p.6 §8.1Non-solicitationDuring the Term and for 12 months after it ends, neither party shall directly solicit for employment any employee of the other party with whom it had...
• p.7 §9.1Term and survivalThis Agreement begins on the Effective Date and continues for two years (the “Term”), unless either party ends it earlier by giving the other 30...
• p.7 §10.1GeneralThis Agreement is the entire agreement between the parties about its subject matter and replaces all earlier discussions, understandings and...
• p.7 §10.4GeneralA failure or delay in exercising a right or remedy is not a waiver of it, and a single or partial exercise does not prevent its further exercise....
• p.7 §10.6GeneralA notice under this Agreement must be in writing and delivered by hand or by an international courier to the address that the recipient has most...
• p.7-8 §11.1Governing law and jurisdictionThis Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the...
• p.9ExecutionThis Agreement has been entered into on the date stated at the beginning of it. Signed for and on behalf of Halden Robotics Ltd: Signature | Date...