Non-Disclosure Agreement
THIS AGREEMENT is entered into and effective as of the [insert date] day of [insert month] 200X, by and
between
GENERAL DYNAMICS UNITED KINGDOM LIMITED, registered in England number 1911653, whose
registered office is at 21 Holborn Viaduct, London EC1A 2DY (hereinafter referred to as “GENERAL
DYNAMICS UK”) and having a place of business at Bryn Brithdir, Oakdale Business Park, Blackwood, South
Wales, NP12 4AA, to which all correspondence should be directed and
[insert name, registered number, registered office and place of business (if different to the registered
office) of the other party] .
(A) The mutual objective of the parties is to protect each other’s position in relation to Proprietary Information
so disclosed, (whether such information is disclosed visually, electronically, orally, in the form of
drawings, written material, computer software or other machine readable medium) whilst maintaining the
ability to conduct separate business activities
(B) The parties agree that the following terms apply when one party (the “Discloser”) provides information to
the other (the “Recipient”) for the purpose of discussing the potential to engage in an EDGE UK project
and also the undertaking of an EDGE UK project. General Dynamics United Kingdom (“GDUK”) and
[insert company name], as a prospective member of the EDGE UK desire for their mutual benefit, that
certain technical information including but not limited to, specification & design definition for the
interface between [insert company name] system(s) and GDUK systems, including where relevant the
hardware, firmware and software used in the EDGE UK capability demonstrator, be disclosed to each other
relating to a possible EDGE UK project (the “Project”).
1. PROPRIETARY INFORMATION. "Proprietary Information" is any information or data disclosed by a
Discloser (whether in written, electronic, oral or other form) which is not generally available to others and which is
declared by the Discloser to be considered proprietary information, or described using a similar expression of
confidentiality. It includes, without limitation, information relating to Discloser's ongoing or proposed business,
products or services such as concepts, plans, inventions, proposals, marketing, financial and technical information,
pricing and goals, together with the tangible media containing such information.
2. MARKING AND DISCLOSURE. Proprietary Information shall be marked with a restrictive legend of
the Discloser such as "proprietary", "confidential" or the like and may be disclosed: (a) in writing; (b) by delivery
of items; (c) by providing access to the Proprietary Information (e.g., a database); or (d) by oral, visual or other
non-written presentation in which case the Discloser must identify during the discussion or presentation which
information is Proprietary Information and confirm the same in writing within ten (10) days of the presentation.
All the protections and restrictions in this Agreement as to the use and disclosure of Proprietary Information shall
apply to a Discloser's oral, visual or other non-written information during said ten (10) day period.
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3. OBLIGATIONS. (a) Each party as a Recipient agrees: (i) to use the Discloser's Proprietary Information
solely in carrying out the Project; (ii) not to disclose or reveal to any third party, without the Discloser's prior
written consent, any portion of the Discloser’s Proprietary Information or any notes, summaries or other
information derived from the Proprietary Information; (iii) not to use any portion of the Discloser’s Proprietary
Information for personal gain or to advance or support Recipient's or others' business ventures other than for the
Project; (iv) to use at least the same degree of care in safeguarding the Discloser's Proprietary Information as it
uses to safeguard its own confidential information, provided such degree of care is sufficient to prevent inadvertent
disclosure and unauthorized use thereof; (v) to notify Discloser immediately upon discovery of any inadvertent
disclosure or unauthorized use of Proprietary Information and to promptly use all reasonable efforts to prevent any
further inadvertent disclosure or unauthorized use.
(b) The Recipient may disclose Proprietary Information to the following persons or entities if it has or obtains
a written agreement with such persons or entities sufficient to require them to treat Proprietary Information in
accordance with this Agreement: (i) Recipient's employees who have a need to know for the purpose of carrying
out the Project and (ii) any other person or entity with Discloser's prior, express written consent. If approved in
advance in writing by Discloser, Recipient may utilize and submit Discloser's Proprietary Information in a proposal
to the Government concerning the Project; provided that prior to any such disclosure, Recipient inserts appropriate
restrictive markings on Discloser's Proprietary Information in accordance with law and regulation.
(c) Each party shall bear its own costs and expenses to comply with this Agreement and shall abide by all
applicable international import and export control laws and regulations governing the Proprietary Information.
(d) Any Proprietary Information whose export is subject to an export and/or import license, or other controls,
such as the International Traffic in Arms Regulations (ITAR), shall be identified and marked in writing as such by
the Discloser at the time of disclosure and the disclosure, protection, use and handling thereof, shall remain subject
to restrictions imposed by the Discloser’s Government.
(e) Nothing herein shall be deemed to replace or be in prejudice of any National Government security
classification referenced on any part of the Proprietary Information, and the Recipient undertakes to respect and
observe any such classification, and to treat the same with such degree of care and security as is required by the
appropriate authority in the country of the Discloser. This obligation shall continue for the duration of this
Agreement and thereafter until such time as the appropriate authority shall deem proper.
4. EXCEPTIONS. (a) No information shall be deemed Proprietary Information, and the Recipient shall
have no obligation with respect to information, which: (i) is or becomes publicly known through no wrongful act
of the Recipient; (ii) is already known to or in the possession of the Recipient prior to the disclosure thereof by the
Discloser, as evidenced by competent proof; (iii) is approved for public release by the prior express written
approval of the Discloser; (iv) is rightfully received by the Recipient from a third party without restriction and
without breach of this Agreement; (v) is disclosed by the Discloser to a third party without a restriction on the
rights of such third party to use or disclose such information; or (vi) is independently developed by the Recipient
without the use of any of the Discloser’s Proprietary Information as evidenced by competent proof.
(b) The Recipient may disclose Proprietary Information to the extent required by law provided it first (to the
extent permitted by law) gives Discloser sufficient notice to enable Discloser a reasonable opportunity to obtain a
protective order to govern such disclosure and, if requested by Discloser, reasonably cooperates with Discloser to
obtain such a protective order. Each party shall involve the other in all consultations in which it is a party with a
public authority (as defined in the Freedom of Information Act 2000 (FOIA)) where the public authority is
considering a disclosure under the FOIA.
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5. TERM OF AGREEMENT. This Agreement shall become effective, upon execution by both parties, as
of the date above and shall continue in effect until three (3) years duration or until one Party, on thirty (30) days
written notice, informs the other that this Agreement is terminated. Upon termination or expiration of this
Agreement, the obligations of each Recipient under this Agreement with respect to Proprietary Information
disclosed to it prior to termination or expiration shall continue until the earlier of five (5) years from the date of
termination/expiration or until the Discloser's Proprietary Information becomes publicly known through no
wrongful act of the Recipient.
6. REPRODUCTION AND RETURN OF CONFIDENTIAL INFORMATION. As between the Parties,
all Proprietary Information of the Discloser received hereunder by the Recipient shall remain the Discloser's
property. Upon termination of this Agreement or at any other time at the request of the Discloser, the Recipient
shall cease use of all Proprietary Information received from the Discloser and will upon request certify in writing
the return or destruction of all Proprietary Information and other such information in its possession or in the
possession of any of its representatives, and will cause any other such other person to whom it has disclosed such
Proprietary Information to do the same.
7. NO LICENSE. This Agreement does not require either party to disclose or receive information nor does
it grant a Recipient any right or license, express or implied, under any patent, copyright, trade secret, or other
intellectual property right now or subsequently controlled by the Discloser.
8.1 DISCLAIMERS. Proprietary Information is provided "as is" and neither party has made or makes any
representation or warranty as to the accuracy, usefulness or completeness of the Proprietary Information. Discloser
shall have no liability, except for any liability arising out of a breach of the representation and warranty in the next
succeeding sentence, resulting from use of its Proprietary Information by Recipient. Each party represents and
warrants that its execution of this Agreement has been duly authorized by all necessary corporate or other action,
that the person signing this Agreement on its behalf is duly authorized to do so, and that it has the right to transmit,
deliver or otherwise disclose to the Recipient the Proprietary Information.
8.2 EXCEPT AS SET OUT IN SECTION 8.1 ABOVE, NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, NEITHER PARTY MAKES AND EACH PARTY HEREBY
SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES , EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, ARISING UNDER OR RELATING TO THIS AGREEMENT
OR THE SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OR TRADE. THIS SECTION SHALL
SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON.
9. ASSIGNMENT/BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and assigns. Neither Party may assign or transfer its rights or
obligations as provided in this Agreement without the prior written consent of the other; provided, however, that
either Party may, without consent, assign this Agreement as a result of a merger or a sale of all or substantially all
of the assets or stock of that Party or to a parent, subsidiary or affiliate as part of any internal reorganization
provided such party assumes in writing the terms and conditions of this Agreement.
10. GOVERNING LAW. All questions concerning the construction, validity, and interpretation of this
Agreement, or the rights and obligations of the parties arising under or relating in any way to this Agreement or the
subject matter hereof, will be governed by English law. The Parties elect not to be bound by the United Nations
Convention on Contracts for the International Sale of Goods.
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11. REMEDIES. The Recipient recognizes and agrees that the Proprietary Information is of a character
which gives it a special value the loss of which cannot be adequately compensated in damages, and that a breach of
this Agreement will cause irreparable harm to the Discloser. The Recipient, therefore, expressly acknowledges and
agrees that the Discloser shall be entitled to injunctive and/or other equitable relief from a court of competent
jurisdiction anywhere in the world (notwithstanding anything to the contrary in this Agreement) to prevent a
breach of any provision of this Agreement, in addition to any other remedies available to the Discloser.
12. NOTICES. All notices, requests, demands and other communications under this Agreement must be in
writing and will be deemed duly given to a party: (i) when personally delivered; (ii) upon receipt of a telephone
facsimile transmission with a confirmed telephonic transmission answer back or; (iii) when actually received after
having been deposited in the mail, certified or registered, return receipt requested, postage prepaid.
The primary points of contact for the transmittal of Proprietary Information, notices and authorizations under this
Agreement are as follows:
The primary points of contact for the transmittal and receipt of Proprietary Information under this Agreement
are as follows:
GENERAL DYNAMICS UNITED OTHER
KINGDOM LIMITED
Name: insert the details of the GDUK Name:
Primary PoC for Proprietary Information
identified in the Technology Control Plan
Job Title: Job Title:
Telephone No: Telephone No:
Email address: Email address:
The primary points of contact for the transmittal of correspondence, notices and authorisations under this
Agreement are as follows:
GENERAL DYNAMICS UNITED OTHER
KINGDOM LIMITED
Name: insert the details of the GDUK Name:
Commercial Representative
Job Title: Job Title:
Telephone No: Telephone No:
Email address: Email address:
A copy of any termination notice – which shall not constitute notice – shall also be sent to:
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General Counsel
General Dynamics United Kingdom
11-12 Buckingham Gate
London, SW1E 6LB
Either party may re-designate its respective designated representative(s) in accordance with this clause.
13. SEVERABILITY. If a court of competent jurisdiction determines one or more provisions of this
Agreement illegal or invalid, that determination shall not affect the enforceability of the remaining provisions to
the extent they can be given effect without the illegal or invalid provision.
14. PUBLICITY. Except as required by law, neither party shall issue any press release or make any other
public statement relating to this Agreement, any work done under this Agreement or any of the transactions
contemplated by this Agreement without obtaining the prior written approval of the other party as to the contents
and the manner of presentation and publication of such press release or public statement.
15. CONTRACTS (RIGHT OF THIRD PARTIES) ACT. A person who is not a party to this Agreement
has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of this Agreement but this
does not affect any right or remedy of a third party which exists or is available apart from that Act.
16. INDEPENDENT CONTRACTORS. The relationship between the parties is that of independent
contractors and neither party is obligated by this Agreement to enter into a contract, sub-contract, teaming
agreement, joint venture or other business relationship with the other party.
17. WAIVER. The failure or delay of either Party to insist upon the performance of any provision herein or to
exercise any right or privilege granted to it hereunder, shall not be construed as a waiver of such provision or any
provisions herein, and the same shall continue in full force. The various rights and remedies given to or reserved
by either Party herein or allowed by law, shall be cumulative, and no delay or omission to exercise any of its rights
shall be construed as a waiver of any default or acquiescence, nor shall any waiver of any breach of any provision
be considered a condonement or any continuing or subsequent breach of the same provision. The exercise by the
Discloser of any one remedy shall not be deemed to be an election of only such remedy or to preclude the exercise
of any other remedy.
18. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the Parties and
supersedes any previous or contemporaneous understandings, commitments, or agreements, written or oral,
regarding the subject matter hereof. The Parties do not intend by this Agreement to modify the terms of any
separate agreement not mentioned herein. Any amendment, supplement, modification or change to this Agreement
shall be in writing and signed by each Party. No other act, document, usage or custom shall be deemed to amend
or modify this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
GENERAL DYNAMICS
UNITED KINGDOM LIMITED [insert company name of the other party]
By By
Authorized Signature Authorized Signature
Name (type or print) Name (type or print)
Date Date
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