NDA
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the “Agreement”) is made and effective on the date of registration.
BETWEEN:
HOL AGENCY LIMITED (the “Disclosing Party”), a corporation organized and existing under the laws of the ENGLAND AND WALES, who’s address is:
120 HIGH ROAD, FINCHLEY, LONDON, N2 9ED.
AND:
[RECEIVING PARTY NAME] (the “Receiving Party”), an individual with his main address located at OR a corporation organized and existing under the laws of the ENGLAND AND WALES, who’s address is:
[RECEIVING PARTY ADDRESS]
WHEREAS,
Receiving Party has been or will be engaged in the performance of work of property sourcing and search, in relation to property investing, buying, leasing, renting or selling; and in connection therewith will be given access to certain confidential and proprietary information; and
WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated.
NOW, THEREFORE, it is agreed as follows:
- NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, “Confidential Information” means proprietary and confidential information about the Disclosing Party’s (or its suppliers’) business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary.” Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include:
a) Information that is currently in the public domain or that enters the public domain after the signing of this Agreement.
b) Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation.
c) Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party.
d) Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party.
Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control.
2. NON-CIRCUMVENTION
a. NON-CIRCUMVENTION
During the term of this Agreement, the Recipient agrees not to contact, initiate contact, or attempt to do business with, at any time for any purpose, either directly or indirectly, any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the Recipient for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing a profit, fees, or otherwise, without the specific written approval of the Disclosing Party; such approval will be specifically granted in written form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur, the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.
b) TERM OF AGREEMENT.
The obligations of confidentiality and non-circumvention have no fixed or minimum duration. Either party may terminate this Agreement at any time upon written notice to the other party. Termination shall not affect confidentiality and non-circumvention obligations with respect to any confidential information, referred leads, deals or business contacts that were obtained prior to the effective date of termination.
c) COMMISSION AND FEE AGREEMENTS.
In case of breach of this Agreement, the Recipient will pay a monetary penalty that is equal to the commission or fee the Disclosing Party should have realized in such a transaction. The fee or commission agreement may vary surrounding each business transaction that takes place due to this agreement
3. TERM
The term of this Agreement has no fixed or minimum duration from the date of execution by both Parties.
4. TITLE
The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party.
5. DISCLAIMER
Nothing contained in this Agreement or in any Confidential Information constitutes any express or implied warranty of any kind. All representation or warranties, whether express or implied, including fitness for a particular purpose, merchantability, title, and non-infringement, are hereby disclaimed. Neither this Agreement nor any Confidential Information shall create, nor shall be deemed to create, a legally binding or enforceable Agreement or offer to enter into any business relationship, the Receiving Party will be responsible for carrying out due diligence on any opportunities provided by the Disclosing Party.
6. NO LICENSE GRANTED
Neither Party grants to the other any license, by implication nor otherwise, use of any Confidential Information except as expressly provided in this Agreement.
7. COPIES
Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.
8. UNAUTHORIZED USE
Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use or disclosure of Proprietary Information by any Receiving Party Personnel or former Receiving Party Personnel.
9. INJUNCTIVE RELIEF
Receiving Party acknowledges that the use of disclosure of the proprietary Information in a manner inconsistent with this Agreement will cause Disclosing Party irreparable damage, and that Disclosing Party shall have the right to equitable and injunctive relief to prevent the unauthorized use or disclosure, and to such damages as are occasioned by such unauthorized use or disclosure.
10. MODIFICATIONS
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
11. PRIOR UNDERSTANDINGS
This Agreement along with the appropriate service terms for Landlords and/or Investors, contains the entire agreement between the parties to this Agreement with respect to the subject matter of the Agreement, is intended as a final expression of such parties’ agreement with respect to such terms as are included in this Agreement is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties. If any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
12. WAIVER
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise if any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
13. COMPLIANCE WITH LAW
The Receiving Party agrees to abide by all federal, state, and local laws, ordinances, and regulations.
14. TERMINATION OF THE CONTRACT
Either party may terminate this Agreement for convenience by giving the other party thirty (30) days’ written notice (notice of termination).
If either party breaches its obligations under this Agreement, the other party may terminate the Agreement by giving thirty (30) days from the date of the notice to remedy such default. If the breach is not remedied within the required thirty (30) day period, the party giving the notice shall have the right to terminate this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year embedded into the e-signature form rendered by the use of a submission form on the Disclosing Party’s website.
SELLER’S E-SIGNATURE REQUIRED
The Seller confirms by submitting the acceptance form via the https://hol.agency/onboarding page that he/she has read and understood and accepts the terms herein set out