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Unilateral Non-Disclosure Agreement

This Non-Disclosure Agreement (NDA) protects confidential information disclosed by Prop Options Ltd in connection with the potential acquisition of the business.

Please complete the form below to confirm your agreement. A copy of your submission will be retained as evidence of acceptance.
Parties
Prop Options Ltd, a company registered in England and Wales with company number 13793986 and registered office at Unit 1b, 6 Holton Point, Poole, Dorset, England, BH16 6FL (the “Disclosing Party”).
The Receiving Party: the company details entered in this form (the “Receiving Party”).
Purpose
The Receiving Party will enter into discussions regarding the potential acquisition of the business known as Prop Options (the “Purpose”), which will involve the disclosure of Confidential Information including, without limitation, management presentations, information memoranda, financial reports, forecasts, customer lists, pricing information, business strategies, and related materials.
Confidential Information
Confidential Information shall mean all information or material that has or may have commercial value or any other use in the business in which Prop Options Ltd is engaged, including, without limitation, any management presentations, information memoranda, financial reports, forecasts, customer lists, pricing information, business strategies, and other written, oral, or electronic information disclosed by Prop Options Ltd, unless such information or material falls within the Exclusions of Confidential Information set out below.
Obligations of the Receiving Party
The Receiving Party shall not either directly or indirectly use or disclose the Confidential Information for any reason except for the Purpose without first obtaining the express written consent of the Disclosing Party. The Receiving Party must carefully restrict access to the Confidential Information to its employees, contractors and third parties as is reasonably required and shall ensure that those persons are bound by non-disclosure restrictions at least as protective as those in this agreement.
Exclusions of Confidential Information
The Receiving Party’s obligations under this agreement do not extend to information that is either:
1. Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
2. Discovered or created independently by the Receiving Party prior to such disclosure;
3. Learned by the Receiving Party through legitimate means other than from the Disclosing Party; or
4. Disclosed by the Receiving Party with the Disclosing Party’s prior written approval.
Permitted Disclosure

Provided that the Receiving Party complies with the terms of this clause, it may disclose the Confidential Information to the minimum extent if required to do so through an order made by any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or any taxation authority of competent jurisdiction. The Receiving Party agrees that it will use all reasonable endeavours to give the Disclosing Party as much notice of this disclosure as far as permitted by law.

Duration

This agreement shall commence upon the date given above and will remain in effect for a term of three (3) years. The Receiving Party’s duty to hold in confidence the Confidential Information shall continue for three (3) years thereafter.

Other Provisions

No Licence: Nothing in this agreement grants the Receiving Party any license, interest or right in any intellectual property rights contained within the Confidential Information.
Inadequacy of Damages: The Receiving Party acknowledges and agrees that damages alone would not be an adequate remedy for breach. The Disclosing Party shall be entitled to injunctions, specific performance or other equitable relief for any threatened or actual breach.
Entire Agreement: This agreement constitutes the entire agreement between the parties with respect to its subject matter. Nothing herein obliges either party to continue discussions or negotiations in connection with the Purpose, or obliges the Disclosing Party to disclose Confidential Information. The Confidential Information is provided without warranties and the Receiving Party will have no remedies against the Disclosing Party for any innocent or negligent misrepresentation
Third Party Rights: No third party has any right to enforce any term of this agreement.
Waiver: Any failure or delay of the Disclosing Party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy.
Governing Law and Jurisdiction: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with English law. The parties irrevocably submit to the exclusive jurisdiction of the English Courts.

Company Name (Receiving Party)

Company Registration Number

Registered Address

Signatory Full Name

Signatory Position

Email Address

Agree
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