Brussel Lake Paragon Ltd
Brussel Lake Paragon LTD (“Seller”) hereby conveys to (“Buyer”) possession and ownership to remain confidential regardless of whether or not, you as , the prospective client goes through with our service (including all right, title and interest) in the following:
1. The Brussel Lake Paragon client service (encompassing all services and products offered by Brussel Lake Paragon Ltd as well as being specific to your desired package).
Non-Circumvention and Non-Disclosure Agreement
This agreement is made on the date of the last signature below.
- (1) Brussel Lake Paragon LTD a company incorporated in England & Wales, and whose registered address is “11-13 Masons Ave, Harrow, London, HA3 5AD & 79 College Road, Harrow, HA1 1BD”. The manager directors company contact email address is firstname.lastname@example.org.
- (2) The signing party a company/person incorporated or living in England and whose registered address is TBC. The companies/person contact email address is to be signed.
- These words and phrases have defined meanings:
|Agreement ||this confidentiality agreement and any amendments; |
|Confidential Information ||any information disclosed by or on behalf of a Disclosing Party to a Receiving Party during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially sensitive and which relates to the business and affairs of a Party including but not limited to: (a) all Intellectual Property Rights of the Disclosing Party and (b) all properties found, business contacts and partners, emails and other documents prepared by a disclosing Party which contain or otherwise reflect or are generated from the information referred to above; |
|Effective Date ||1 November 2019; |
|Intellectual Property Rights ||all trade and service marks, registered and unregistered design rights, all design right applications, patents, copyrights, database rights and rights in know how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may now or in the future exist; |
|Permitted Purpose ||For the purpose of providing business development advice and consulting activities; |
|Term ||Lifetime – unless stated otherwise. |
|Working Day ||any day other than a Saturday, Sunday or bank holiday in England and Wales. |
- Unless the context requires a different interpretation:
- the singular includes the plural and vice versa;
- references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
- a reference to a person includes firms, companies, government entities, trusts and partnerships;
- the term ‘including’ does not exclude anything not listed;
- “including” is understood to mean “including without limitation”;
- reference to any statutory provision includes any modification or amendment of it;
Obligations in relation to Confidential Information
- In consideration of the disclosure to it of Confidential Information, all Parties undertakes that it will:
- Not in any manner, solicit, nor accept any business in any manner from sources nor their affiliates, which sources were made available through this agreement, without the express permission of the party who made available the source.
- Not directly or indirectly make or have any contact whatsoever to any contacts that was introduced to them by the disclosing party, except if this was done through the disclosing party for the period noted in the terms of this agreement. The parties also undertake not to make use of a third party to circumvent this clause.
- All consideration, benefits, participation fees and/or commissions received as a result of the contributions of the parties in the agreement, relating to any and all transactions will be fulfilled as mutually agreed.
- Any consideration, benefits or participation fees between the parties are final, parties agree there are no right to return, exchange or refund.
- That they will not disclose names, addresses, email address, telephone and facsimiles or telex numbers to any contacts by either party to third parties and that they each recognize such contacts as the exclusive property of the respective party.
- Not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party.
- To effect and maintain the same security, privacy and confidentiality measures to safeguard the Confidential Information from unauthorised access, use and misappropriation as you would do to safeguard your own similar information, which you do not wish to publicly disclose;
- Keep all Confidential Information strictly confidential and not disclose any part of it to other 3rd parties.
Ownership of Confidential Information
- The Confidential Information (including any Intellectual Property) remains the property of the Disclosing Parties. The disclosure of the Confidential Information does not give the Receiving Party any rights of ownership in the Confidential Information.
Exceptions to non-disclosure and confidentiality
- The obligations of confidentiality set out in this Agreement do not apply to any information which:
- is approved for disclosure in writing by the Disclosing Parties;
- must be disclosed by law or the rules of any court or other body of competent jurisdiction, any governmental or regulatory body or any recognised investment exchange.
- In the event of circumvention of this agreement by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to maximum service it should realize from such a transaction, plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
- The violating party acknowledges that damages alone may not be an adequate remedy for any breach of this Agreement to the circumvented Party
Limitation of liability
- Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement.
- This Agreement contains the whole Agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement.
- No variation to this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
- Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- Provisions which by their intent or terms are meant to survive the termination of this Agreement, will do so.
- If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
- Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first-class post to, or left by hand delivery, at the registered address or place of business of the notified Party, or sent by email to the other Party/parties main business email address as notified to the sending Party.
- sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second Working Day and where posted from or to addresses outside the United Kingdom, on the tenth Working Day following the date of posting;
- sent by email will be deemed to have been received on the next Working Day after sending.
This clause does not apply to the service of proceedings or other documents in legal action.
Governing law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
- For more clarity on the arrangement you are entering into please email us at email@example.com or call 0208-003-5887