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									DRAFT CONTRACT

             Dated                                  2010

                 ______________________________________




                    (1) GATWICK AIRPORT LIMITED


                                  and


         (2) [INSERT FULL COMPANY NAME] [LIMITED/PLC]




             ________________________________________

                    NON DISCLOSURE AGREEMENT

             ________________________________________




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DRAFT CONTRACT

THIS AGREEMENT IS MADE ON                                                2010

BETWEEN

(1)   GATWICK AIRPORT LIMITED a company incorporated in England and Wales
      under registration number 01991018, whose registered office is at 5th Floor
      Destination Place Gatwick Airport West Sussex RH6 0NP ("GAL"); and

(2)   [INSERT FULL COMPANY NAME] [LIMITED/PLC] a company incorporated in
      [INSERT LOCATION] under registration number [INSERT NUMBER], whose
      registered office is at [INSERT ADDRESS] ("INSERT NAME").

BACKGROUND

(A)   GAL and [INSERT NAME] wish to work together for their mutual benefit by sharing
      information relating to manned guarding services (business as usual and contingency
      planning).

(B)   In order to work together the parties need to exchange certain confidential and
      proprietary information.

(C)   The parties have accordingly decided to enter into this Agreement to record their
      rights and obligations with respect to the disclosure of such information.

AGREED PROVISIONS

1.    DEFINITIONS AND INTERPRETATION
1.1   In this Agreement the following terms and expressions shall have the following
      meaning:

      "Agreement" means this agreement, as it may be amended from time to time in
      accordance with its provisions;

      "Confidential Information" means, in relation to the Disclosing Party, all information
      of a confidential nature relating to the business and/or operations of the Disclosing
      Party (whether such information is disclosed in writing, by delivery of items, orally,
      by visual presentation, by means of providing access to such information (when, for
      example, the information is contained on a database) or otherwise) including but not
      limited to:

      (a)    any such information subsisting in any Intellectual Property of the Disclosing
             Party; and

      (b)    any such information which is commercially sensitive or price sensitive;

      "Disclosing Party" means a party to this Agreement who discloses Confidential
      Information to the other party;


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DRAFT CONTRACT

      "DPA" means the Data Protection Act 1998, and all legislation made under it, as
      amended or re-enacted from time to time;

      "Effective Date" means 1st February 2010;

      "Intellectual Property" means (i) patents, designs, trade marks and trade names
      (whether registered or unregistered), copyright and related rights, database rights,
      know-how and confidential information; (ii) all other intellectual property rights and
      similar or equivalent rights anywhere in the world which currently exist or are
      recognised in the future; and (iii) all applications, renewals, and extensions in relation
      to any such rights;

      "Permitted Purpose" means exchange of data as it relates to manned guarding services
      (business as usual and contingency planning) and

      "Recipient" means a party to this Agreement who receives Confidential Information
      from the other party to this Agreement.

1.2   The Clause headings are for convenience only and shall not affect the interpretation of
      this Agreement. References to Clauses are to Clauses in this Agreement.

2.    TERM

2.1   This Agreement shall commence on the Effective Date and shall continue in full force
      and effect for a period of 6 years or until the Confidential Information ceases to be
      confidential.

3.    OBLIGATIONS OF THE PARTIES

3.1   The Recipient undertakes to keep confidential any Confidential Information which it
      obtains under or in connection with this Agreement, not to disclose such Confidential
      Information to any other person (other than as permitted under Clauses 3.2 or 3.3) and
      not to use such Confidential Information other than for the Permitted Purpose.

3.2   Clause 3.1 shall not apply to the disclosure of Confidential Information if and to the
      extent:

      (a)    required by law; or

      (b)    required by any competent regulatory authority or recognised stock exchange;
             or

      (c)    that such information is in the public domain other than through breach of this
             Clause,

      provided that any Confidential Information shall only be disclosed pursuant to Clauses
      3.2(a) or 3.2(b) by the Recipient after notification to the Disclosing Party to which the
      information relates if such notification is practicable in the circumstances.

3.3   The Recipient may disclose the Confidential Information to those employees of the
      Recipient only who have a need to know the Confidential Information in connection
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DRAFT CONTRACT

      with the Permitted Purpose, provided always that the Recipient ensures that those
      employees who gain access to Confidential Information are made aware of its
      confidential nature.

3.4   Without prejudice to the generality of Clause 3.1, the Recipient may not disclose the
      Confidential Information of the Disclosing Party to any third party (including any
      person who is an agent or contractor of the Recipient) even if such disclosure is made
      for the Permitted Purpose, unless:

      (a)    the Disclosing Party has given its express prior written consent; and

      (b)    the Recipient ensures that the third party recipient is bound by a written
             confidentiality undertaking in terms no less stringent than this Agreement.

3.5   The Recipient shall notify the Disclosing Party immediately in the event that it
      becomes aware of any unauthorised use, copying, or disclosure of the Disclosing
      Party’s Confidential Information, and the Recipient shall furnish to the Disclosing
      Party all necessary assistance to terminate such unauthorised use and/or disclosure.

4.    RETURN OF CONFIDENTIAL INFORMATION

4.1   The Recipient shall, on receipt of a request from the Disclosing Party to do so
      immediately return to the Disclosing Party all copies and analyses of the Confidential
      Information of the Disclosing Party which it may have in its possession, or (if
      instructed to do so by the Disclosing Party) destroy the same.

5.    DATA PROTECTION

5.1   For the purposes of the DPA, the Recipient shall process any personal data and
      sensitive personal data (each as defined in the DPA) contained within the Confidential
      Information of the Disclosing Party on behalf of the Disclosing Party as a data
      processor (as defined in the DPA). The Recipient shall:

      (a)    only carry out processing of such Personal Data on the Disclosing Party’s
             instructions;

      (b)    implement appropriate technical and organisational measures to protect such
             Personal Data against accidental or unlawful destruction or accidental loss,
             alteration, unauthorised disclosure or access; and

      (c)    take reasonable steps to ensure the reliability of staff who have access to such
             Personal Data.

5.2   The Recipient may not process any such Personal Data outside the EEA.

6.    WARRANTY

6.1   Each party warrants that to the other that it has all requisite corporate power and
      authority to enter into this Agreement and to carry out the transactions contemplated
      in it.

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DRAFT CONTRACT

7.    LIABILITY

7.1   Neither party warrants the accuracy or completeness of any Confidential Information
      supplied by it to the other party pursuant to this Agreement, nor its fitness for any
      particular purpose.

7.2   All warranties, conditions or terms not set out in this Agreement and which would
      otherwise be implied or incorporated into this Agreement by statute, common law or
      otherwise are hereby excluded to the maximum extent permitted by law.

7.3   Nothing in this Agreement shall operate to limit or exclude either party’s liability to
      the other for death or personal injury caused by that party’s negligence, fraudulent
      misrepresentation or fraudulent concealment, or any liability which cannot be limited
      or excluded by law.

7.4   Neither party shall be liable to the other for any of the following types of loss or
      damage arising under or in relation to this Agreement:

      (a)    any loss of profits, business, contracts, anticipated savings, goodwill, or
             revenue; or

      (b)    any indirect or consequential loss or damage whatsoever;

      even if that party was advised in advance of the possibility of such loss or damage.

8.    ENTIRE AGREEMENT

8.1   This Agreement constitutes the entire agreement between the parties in relation to its
      subject matter, and replaces and extinguishes all prior agreements, arrangements,
      undertakings or collateral contracts of any nature made by the parties, whether oral or
      written, in relation to such subject matter.

8.2   Each party acknowledges that it is not relying on, and shall have no remedy in respect
      of, any statements, warranties, undertakings or representations given or made by the
      other party regarding the subject-matter of this Agreement, except for those expressly
      set out in this Agreement.

8.3   Nothing in this Clause shall exclude or restrict the liability of either party arising out
      of fraud or fraudulent misrepresentation.

9.    GENERAL

9.1   No variation of this Agreement shall be effective unless made in writing and signed by
      each of the parties or by their duly authorised representatives.

9.2   The failure to exercise, or delay in exercising, a right, power or remedy provided by
      this Agreement or by law shall not constitute a waiver of that right, power or remedy.
      If a party waives a breach of any provision of this Agreement this shall not operate as
      a waiver of a subsequent breach of that provision, or as a waiver of a breach of any
      other provision.

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DRAFT CONTRACT

9.3    The rights, powers and remedies provided in this Agreement are (except as expressly
       provided) cumulative and not exclusive of any rights, powers and remedies provided
       by law, or otherwise.

9.4    Each party shall bear its own costs and expenses in connection with the preparation,
       negotiation and execution of this Agreement.

9.5    This Agreement may be entered into by the parties in any number of counterparts.
       Each counterpart shall, when executed and delivered, be regarded as an original, and
       all the counterparts shall together constitute one and the same instrument. This
       Agreement shall not take effect until it has been executed by both the parties. This
       Agreement may be validly exchanged and delivered by fax.

9.6    Except where expressly provided to the contrary, this Agreement is not intended to be
       for the benefit of, and shall not be enforceable by, any person who is not a party to it,
       under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party
       can declare itself a trustee of the rights under it for the benefit of any third party.

10.    GOVERNING LAW AND JURISDICTION

10.1   This Agreement shall be governed by and construed in accordance with English law
       and the parties submit to the exclusive jurisdiction of the English courts.

IN WITNESS OF WHICH this Agreement has been signed by the parties on the date set out
above:

Signed by duly authorised representative     ………………………………………..

Full name (capitals):                        ………………………………………..

Position:                                    ………………………………………..

FOR AND ON BEHALF OF GATWICK AIRPORT LIMITED



Signed by duly authorised representative     ………………………………………..

Full name (capitals):                        ………………………………………..

Position:                                    ………………………………………..

FOR AND ON BEHALF OF [INSERT FULL NAME] [LIMITED/PLC]




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