Mutual Non-Disclosure Agreement
This mutual non-disclosure agreement (“Agreement”) is entered into by and between:
1. [Full Company name] .
Address : [Full company address] and
2. Yogscast Ltd. A limited liability company. Company number. 7620479.
Address : New Bond House, Bond Street, Bristol, BS2 9AG
The Companies specified above are also referred to individually as a “Party” and collectively as
1 Purpose of the Agreement
For the purpose of evaluating the feasibility of possible business relationship between the Parties and for
the purpose of the possible business relationship which is a consequence of said evaluation ("Purpose")
The Parties may, in conjunction with the aforesaid and for their mutual benefit, disclose to each other
technical and/or commercial information relating to their respective businesses, facilities, products,
techniques and processes in form of oral or tangible disclosure, demonstration, device, apparatus,
model, sample of any kind, computer program, document, specification, or drawing (including but not
limited to information of a general nature) and visual observation of the aforesaid which information is
proprietary to the Disclosing Party or to its affiliated companies, whether marked as confidential or not
("Confidential Information") and the Parties are willing to undertake to restrict the use and further
disclosure of the Confidential Information.
2 Confidentiality undertaking
Each Party ("Receiving Party") shall keep all Confidential Information received from another Party
("Disclosing Party") in whatever form as strictly confidential and shall not disclose it to third parties
without the prior written permission of the Disclosing Party.
The Confidential Information received hereunder shall not be used for any purpose other than the above
mentioned Purpose without the prior written permission of the Disclosing Party.
The Receiving Party shall restrict access to Confidential Information received from the Disclosing Party
only those of its employees to whom such access is necessary for carrying out the Purpose and advise
such employees of the obligations assumed herein.
The Receiving Party shall in no event use a lower degree of care in safeguarding the Disclosing Party’s
Confidential Information than it uses for its own information of like sensitivity and importance and
upon discovery of any unauthorized disclosure of Confidential Information in its possession the
Receiving Party shall use its best endeavors to prevent any further disclosure or unauthorized use
The foregoing obligations shall not apply to any Confidential Information which (a) is in the public
domain at the time of disclosure or later becomes part of the public domain through no fault of the
Receiving Party; or (b) was known to the Receiving Party prior to disclosure by the Disclosing Party as
proven by the written records of the Receiving Party; or (c) is disclosed to the Receiving Party by a third
party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party;
or (d) was independently developed (by personnel having no access to the Confidential Information) by
the Receiving Party as proven by the written records of the Receiving Party; or (e) which a Party shall
disclose pursuant to a law, decree, or other order issued by the authorities or judicial order.
For the purpose of the foregoing exceptions, disclosures which are specific, e.g. as to engineering and
design practices and techniques, products, software, operating parameters, etc. shall not be deemed to
be within the foregoing exceptions merely because they are embraced by general disclosures which are
in the public domain or in the possession of the Receiving Party. In addition, any combination of
features shall not be deemed to be within the foregoing exceptions merely because individual features
thereof are in the public domain or in the possession of the Receiving Party, but only if the combination
itself and its principle of operation are in the public domain or in the possession of the Receiving Party.
3 General obligations
The Receiving Party acknowledges that the Confidential Information is disclosed on as “as is” and “as
available” basis. In no event shall the Disclosing Party be liable for the accuracy or completeness of any
Confidential Information. The Disclosing Party gives no warranties, whether express or implied
including any implied warranties of merchantability, non-infringement, quality or fitness for a particular
purpose with respect to the Confidential Information.
No license or right is granted to the Receiving Party under any patent, trademark, copyright, or other
proprietary or intellectual property right pertaining to Confidential Information.
Neither this Agreement nor disclosure or receipt of Confidential Information shall constitute or imply
any promise or intention to make any purchase of products or services by either Party hereto or any
commitment by either Party hereto with respect to the present or future marketing of any product or
service or any promise or intention to enter into any other business arrangement.
The Receiving Party shall cease using Confidential Information received from Disclosing Party promptly
upon termination of this Agreement or when the Receiving Party no longer needs the Confidential
Information in question for the purpose, whichever earlier. Unless the Parties separately agree on the
destruction of such Confidential Information, the Receiving Party shall return the material in question
and all copies thereof. If requested, the Receiving Party shall confirm in writing that no originals and/or
copies of Confidential Information have been kept. The Receiving Party shall, however, be entitled to
retain copies required by law or regulations.
4 Term and termination
Either Party may terminate this Agreement for convenience by providing 30 days prior written notice of
the termination to the other Party. The rights and obligations of this Agreement shall survive the
termination or cancellation of this Agreement and shall remain in force for a period of 5 years from the
date this Agreement is duly signed by both Parties, or if the Confidential Information is disclosed after
the date of signing, for a period of 5 years from the disclosure.
5 Applicable law and dispute resolution
Any amendment to this Agreement must be in writing and signed by an authorized representative of
each Party. No failure or delay in exercising any right under this Agreement shall operate as a waiver
This Agreement shall be governed by the laws of England excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination
or validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited
Arbitration of the Central Chamber of Commerce of England. The place of arbitration shall be London,
England and the language of the arbitration proceedings shall be English.
Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for a
temporary restraining order or preliminary injunction where such relief is necessary to protect that
Party’s interests in pending completion of the legal proceedings.
The Parties agree and acknowledge that any arbitral proceedings, including the possibility of the same
and any documents, statements and other information presented and disclosed before or during any
arbitration, the award, order or judgment shall be deemed Confidential Information and subject to the
terms and conditions of this Agreement.
The Parties acknowledge that copies of this Agreement (including, without limitation, copies of any
signatures) that are reproduced or transmitted electronically, by email, facsimile or otherwise, will be
equivalent to original documents until such time (if any) as original documents are completely executed
and delivered. Once executed and transmitted by both Parties, this Agreement shall be deemed effective
This Agreement has been executed in two originals, one for each Party.
Place: Place: Bristol, UK
Date: XX/X/XX Date: XX/X/XX
COMPANY NAME Yogscast Ltd.
XXXXXXXX Mark Turpin
Position : XXXXXXXXXXX Position: Chief Executive