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					                                  Yell Group Mutual Non-Disclosure Agreement                              Final version
                                                CONFIDENTIAL




GUIDELINES FOR YELL GROUP’S
MUTUAL NON-DISCLOSURE AGREEMENT (“NDA”)



INTRODUCTION

The purpose of this document is to provide Yell Group business managers with a non-disclosure agreement (“NDA”)
which is convenient, clear and easy to use, whilst also protecting Yell Group’s interests.

HOW TO USE

1.          The attached document contains a blank table which you must complete, then have checked in
            accordance with the guidelines below. Please Note: This document is password protected. All changes will
            be tracked and shown marked up, for ease of checking by the Legal Team.

2.          Once checked, you should present the NDA to the third party to ensure that Yell Group’s standard NDA
            terms are the preferred method of contracting. If the third party refuses to consider Yell Group’s standard
            NDA terms, please obtain a copy of the third party’s standard NDA terms and send these to the Legal Team
            for review.

3.          If you need assistance, please contact the Legal Team.

GUIDANCE NOTES

Before you use the attached document you must consider the following:


 1. 1 Who will be disclosing confidential information? If only Yell Group companies, please use the unilateral NDA. If
      both Yell Group companies and the third party, use this mutual NDA.

 2. 2 Some things to note about this template:
      (a)        It covers third parties who are companies, not individuals, sole traders or partnerships. If you want to
                 disclose confidential information to an individual, sole trader or partnership, please speak to the Legal
                 Team.
      (b)        It protects non-public information, whether in verbal, visual or physical form, such as trade secrets,
                 specifications, know-how, designs, drawings, plans, strategies, illustrations, marketing data, marketing
                 campaigns, product concepts, databases, customer lists, sales data, sales prices, software, algorithms
                 and other related business information. If the information you want to disclose is outside this
                 description, please speak to the Legal Team.
      (c)        It is designed to protect discussions, documents and other information shared in relation to a particular
                 project or potential project, rather than all information disclosed about any topic over a period of
                 time. Yell Group does not enter into broad-ranging, general NDAs as these could severely restrict our
                 ability to innovate.
      (d)        It protects confidential information for 5 years from the date of disclosure. Consider the type of
                 information you want to disclose. If it will have value to the Yell Group for longer than this, please
                 speak to the Legal Team.

 3.   You have chosen the mutual NDA. This means that the NDA will place certain obligations on the relevant Yell
      Group companies to protect the third party’s confidential information. Please read these obligations carefully
      and make sure that:
      (a)        the relevant Yell Group companies can and will comply with the obligations placed on them; and
      (b)        any Yell Group employees and contractors who will have access to the third party’s confidential
                 information are aware of the relevant obligations.
      You must complete a Third Party Confidential Information Form, sign it and return it to the Legal Team with the
      signed NDA.

 4.   You need to complete the yellow box on the first page of the NDA, as follows:
      (a)        Fill in the “purpose”. This should be a brief description of the project or potential project you wish to
                 discuss with the third party. You should frame the purpose broadly enough to cover the full scope of



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                                 Yell Group Mutual Non-Disclosure Agreement                                     Final version
                                               CONFIDENTIAL

               your discussions or potential discussion. If you don’t frame it broadly enough, you will have to sign
               another NDA, if future discussions take you in a slightly different direction.
     (b)       Fill in the “governing law country or state” and “jurisdiction”. These should be the “home” law and
               “home” courts of the particular Yell Group company entering into the NDA.
     (c)       Complete the full company name of the Yell Group company about which confidential information
               will be released. If the information to be released relates to more than one company in the Group, the
               contracting party should be “Yell Group PLC”. Enter the registered office address of the Yell Group
               party.
     (d)       Complete the full company name of the third party (including its legal designation – plc, limited, inc,
               S.A., etc) and its registered office address. In the US, many companies use their principal business
               address, rather than registered office. This is acceptable. If you are unsure of the address, check the
               third party’s letterhead, or leave it blank for the third party to complete.
     (e)       Fill in the name and title of the Yell Group person who will sign the NDA. Please note: You must follow
               the Yell Group Commitment and Signatory Policy.
     (f)       If you know the name and title of the third party representative who will sign the NDA, fill in these
               details. If you don’t know, or are not sure, leave these blank.

5. 4 Once you have completed the box, delete the two page guidance note and email it to the Legal Team for
     checking. It must be checked before you send it to the third party.

6.   On approval of your NDA by the Legal Team, send it to the third party for review.



7.   If the third party:
     (a)        seeks amendments to Yell Group’s NDA, send these to your Purchasing Manager (if you have one) or
                the Legal Team (if you don’t) for review. Please note: This document is password protected. All
                changes will be tracked and shown marked up, for ease of checking by the Legal Team.
     (b)        refuses to consider Yell Group’s standard NDA, please obtain a copy of the third party’s standard NDA
                and send this to the Legal Team for review.

8.   Once an NDA is agreed, you can get it signed by both parties.
     (a)        If you are meeting with the third party, print off two originals and have them signed in person. You
                may want to arrange for them to be signed for the relevant Yell Group company first (see “please
                note”, below).
     (b)        If the parties are in different physical locations, you can email the NDA.
     Please note:
               Yell Group’s standard NDA may be signed in “counterparts” – that is, two separate copies, each
                having the signature of one party.
               Proof of execution of Yell Group’s standard NDA can be given by faxing, or emailing a digital scan of,
                the signed NDA to the other party.
              For all NDAs, you must follow the Yell Group Commitment and Signatory Policy.

9.   Once the NDA has been signed by both parties:
     (a)       scan a copy for your records;
     (b)       email the scan to the Legal Team;
     (c)       send Yell Group’s paper original to the Legal Team via the internal post, for safekeeping; and
     (d)       send the third party’s original to your primary contact at the third party, for their records.
     If the NDA has been signed in counterparts, please follow this step for each counterpart.

         5
10. Please make sure you understand the template and how to use it. If in doubt seek guidance from the Legal
    Team.




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                            Yell Group Mutual Non-Disclosure Agreement                Final version
                                          CONFIDENTIAL




                                 Mutual Non-Disclosure Agreement

This non-disclosure agreement (“Agreement”) is between the parties signing below, and
covers past, current and future discussions and presentations for the Purpose set out below.

Purpose:



Governing Law Country or State: [England/Spain/New York, without recourse to its conflict of
laws principles]

Jurisdiction: [England and Wales/Spain/the federal and state courts located in New York
County, New York]

Company Name:                                         Company Name:

                                           (“Yell”)                                 (“Company”)
Address:                                              Address:




Signature:                                            Signature:

Print Name:                                           Print Name:

Print Title:                                          Print Title:

Date:                                                 Date:


1.       Definitions

1.1      In this Agreement the following terms have the following meanings:

         “Confidential Information” is non-public information about a party or any company in
         its Group, whether in verbal, visual or physical form, such as trade secrets,
         specifications, know-how, designs, drawings, plans, strategies, illustrations, marketing
         data, marketing campaigns, product concepts, databases, customer lists, sales data,
         sales prices, software, algorithms, other related business information, the fact that this
         Agreement has been signed and that discussions are taking place.

         “Control”, in relation to any company, means:

         (a)     holding a majority of the voting rights in it;

         (b)     being a member of it and having the right to appoint or remove a majority of its
                 board of directors; or




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      (c)    being a member of it and controlling alone, pursuant to an agreement with
             other members, a majority of the voting rights in it.

      “Disclosing Party” means the party who discloses Confidential Information whether
      directly or indirectly.

      “Group” in respect of either party, means the party, any company that party Controls
      or is Controlled by that party and any company that is under common Control with
      that party.

      “Receiving Party” means the party who receives Confidential Information whether
      directly or indirectly.

      “Representatives” means the relevant party’s employees, directors, stockholders,
      members, partners, contractors, consultants and advisers.

2.    Confidential Information

2.1   Purpose of this Agreement – In consideration of the provision of Confidential
      Information by or on behalf of each party, this Agreement allows each party to
      disclose Confidential Information to the other for the Purpose.

2.2   General Obligation – The Receiving Party shall treat all Confidential Information
      received as strictly confidential.

2.3   Not Included – Information that would otherwise be considered Confidential
      Information is not Confidential Information if:

      (a)    obtained from another source who can prove lawfully that they can disclose
             the information and is not under obligation to keep it confidential;

      (b)    it is, or becomes publicly available through no fault of the Receiving Party;

      (c)    known to the Receiving Party at the time of disclosure and not obtained
             directly or indirectly from the Disclosing Party; or

      (d)    it is independently developed by the Receiving Party.

2.4   Protection and Use – The Receiving Party must:

      (a)    only use the Confidential Information to carry out the Purpose;

      (b)    subject to clause 2.5, only disclose the Confidential Information to its
             Representatives who have a justifiable “need-to-know” which involves the
             Purpose;

      (c)    not reverse engineer, or (where applicable)             de-encrypt    Confidential
             Information of a technical nature; and/or

      (d)    not reproduce or adapt the Confidential Information without the Disclosing
             Party’s prior written Agreement.

2.5   Disclosure to Representatives – Before disclosing Confidential Information to its
      Representatives, the Receiving Party must:

      (a)    ensure that all Representatives are aware of the obligations of this Agreement;


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                          Yell Group Mutual Non-Disclosure Agreement                Final version
                                        CONFIDENTIAL

      (b)    make all such Representatives aware that the Receiving Party will take any
             necessary action against any Representatives who breach the obligations of
             this Agreement.

      The Representatives of the Disclosing Party shall be subject to the same restrictions
      regarding the Confidential Information as the Receiving Party. The Receiving Party shall
      be responsible for any breach of this Agreement by its Representatives.

2.6   Legal compulsion to disclose Confidential Information – Either party may disclose
      Confidential Information if required to comply with a court order or other government
      demand that has the force of law. Before doing so the Receiving Party must give
      immediate notice to the Disclosing Party so that the Disclosing Party has the
      opportunity to seek a protective order or other appropriate solution. If the Disclosing
      Party is unable to gain the protective order or appropriate solution then the Receiving
      Party must only disclose that portion of the Confidential Information that is necessary to
      comply with its obligations. The Receiving Party shall use all reasonable endeavours to
      obtain any appropriate court order or other reliable assurance that the Confidential
      Information will remain confidential.

3.    No accuracy as to Confidential Information

      No warranty or representation is or will be given, by either party, whether express or
      implied, as to the accuracy and/or completeness of the Confidential Information or
      that its use will not infringe any third party’s rights. The Receiving Party acknowledges
      that it will be its responsibility to verify the accuracy and/or completeness of the
      Confidential Information to its own satisfaction.

4.    No Rights Granted

4.1   No right or licence is granted to the Receiving Party in relation to the Confidential
      Information other than as expressly set out in this Agreement. The disclosure of
      Confidential Information pursuant to this Agreement shall not be construed as granting
      to, or conferring upon, the Receiving Party any rights, whether by licence or otherwise,
      express or implied, including to any patent, trade mark, copyright, database right,
      design right, know how, trade secret or any other intellectual property right of the
      Disclosing Party.

4.2   Subject always to clause 2, nothing in this Agreement shall prevent Yell, or any Yell
      Group company from:

      (a)    entering into, or engaging in, any line of business which is the same as, or similar
             to, or which competes with, that carried on by Company; or

      (b)    developing, selling or licensing goods or services which are the same as, or
             similar to, or which compete with, those offered by Company.

4.3   Nothing in this Agreement, nor any discussions that take place pursuant to this
      Agreement, expressly or impliedly obligates or is a commitment by either party to enter
      into any business relationship or any agreement of any kind with the other party.

5.    Remedies

5.1   Without prejudice to any other rights or remedies that either party may have, each
      acknowledges and agrees that either will, without proof of special damage, be
      entitled to an injunction, specific performance or other equitable relief for any



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                          Yell Group Mutual Non-Disclosure Agreement                Final version
                                        CONFIDENTIAL

      threatened or actual breach of the provisions of this Agreement, in addition to any
      damages or other remedy to which either party may be entitled.

5.2   The Receiving Party shall indemnify the Disclosing Party and keep the Disclosing Party
      indemnified against any losses, damages and liabilities suffered by the Disclosing Party
      arising from a failure by the Receiving Party to comply with the terms of this
      Agreement.

6.    Ethical Standards

6.1   Each party shall, and shall procure that its officers, employees, agents and service
      providers shall: (a) at all times comply with all anti-corruption laws applicable to
      Company or Yell Group; and (b) not, directly or indirectly offer, promise or give (or
      agree to offer, promise or give) any financial or other advantage with respect to any
      matters which are the subject of the discussions and/or presentations between the
      parties and/or to obtain any benefit for the other party, or any company in its Group,
      which would violate any anti-corruption laws applicable to Company or any Yell
      Group company.

6.2   If either party becomes aware of any breach or suspected breach of this clause 6, that
      party shall promptly notify the other. The other party may immediately suspend or
      terminate further discussions and/or presentations. Each party may investigate the
      breach or suspected breach and the other party shall assist in any such investigation.

7.    Duration

7.1   This Agreement shall be effective on the date when this Agreement is signed by both
      parties, or when the first Confidential Information is disclosed, whichever occurs first.
      The obligations of each party shall survive for five (5) years from the date on which the
      Confidential Information is disclosed.

7.2   At the request of the Disclosing Party, the Confidential Information disclosed, including
      all copies of it, shall be immediately returned to the Disclosing Party or destroyed by the
      Receiving Party. Where Yell requests the destruction of any Confidential Information,
      Company shall warrant to Yell that the said destruction has been undertaken in
      accordance with Yell’s security requirements, as notified by Yell to Company.

8.    General

8.1   The parties to this Agreement do not intend that any term of this Agreement should be
      enforceable by any person who is not a party to this Agreement, other than any Group
      company which shall be entitled to any actions and rights as its Group contacting
      party. Each company in each party’s Group shall be entitled to enforce the terms of
      this Agreement in its own right.

8.2   This Agreement contains the entire agreement between the parties. It replaces any
      previous understandings or agreements regarding Confidential Information disclosed
      for the Purpose. The terms of this Agreement may only be varied by written agreement
      of the parties.

8.3   This Agreement may be executed in any number of counterparts, each of which,
      when executed and delivered, shall constitute an original of this Agreement, but all the
      counterparts shall together constitute the same Agreement. No counterpart shall be
      effective until each party has executed at least one counterpart. Delivery of an
      executed counterpart may be effected by faxing, or emailing a digital scan of, the
      executed counterpart to the other party.


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                       Yell Group Mutual Non-Disclosure Agreement              Final version
                                     CONFIDENTIAL

8.4   This Agreement and any disputes arising out of or in connection with it (whether
      contractual or non-contractual such as claims in tort, for breach of statute or
      regulation, or otherwise), shall be construed in accordance with and governed
      exclusively by the laws of the country or state set out on page 1 of this Agreement.
      Any and all disputes or litigation between the parties arising out of or in connection
      with this Agreement (whatever the cause of action) shall be conducted exclusively in
      the courts of the jurisdiction set out on page 1 of this Agreement.




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