Legals and Compliance

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is entered into as of [Date] by and between:

PortaQuarters Ltd, with a principal place of business at 40 Drayhorse Crescent, Woburn Sands, Milton Keynes, England, MK17 8GU (the "Disclosing Party")

and

[Receiving Party's Name]__________________________________, with a principal place of business at [Address]____________________________________________________________________________________________________________________________________________________________________________________________________________________, (the "Receiving Party").

  1. Purpose.

The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of [insert purpose, e.g., exploring a potential business relationship, evaluating a product or service, etc.].

  1. Definition of Confidential Information.

For purposes of this Agreement, "Confidential Information" means any data or information, oral or written, disclosed by the Disclosing Party that is proprietary to the Disclosing Party and not generally known to the public. This includes, but is not limited to, information related to:

  • Intellectual property such as patents, trademarks, copyrights, trade secrets, and inventions.
  • Technical and business information, including product development, designs, software, research, methods, processes, financial data, marketing plans, and strategies.
  • Any other information that, by its nature, should reasonably be considered confidential.
  1. Obligations of the Receiving Party.

The Receiving Party agrees to:

  1. a) Maintain the confidentiality of the Confidential Information and use it solely for the Purpose stated above.
  2. b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
  3. c) Take all reasonable precautions to protect the confidentiality of the Confidential Information, using at least the same degree of care as the Receiving Party uses to protect its own confidential information.
  4. Exclusions from Confidential Information.

The obligations of confidentiality do not apply to any information that:

  1. a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
  2. b) Is lawfully received from a third party without any breach of confidentiality;
  3. c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
  4. d) Is required to be disclosed by law or by a governmental authority, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement.
  5. Return or Destruction of Confidential Information.

Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all documents and other materials containing Confidential Information and provide written certification of such destruction.

  1. No License.

Nothing in this Agreement grants any rights to the Receiving Party under any patents, copyrights, trademarks, or other intellectual property of the Disclosing Party, except as expressly set forth in this Agreement.

  1. Term.

The obligations of confidentiality under this Agreement shall survive for a period of [number of years, e.g., 5 years] from the date of disclosure of the Confidential Information.

  1. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

  1. Miscellaneous.
  2. a) This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings of any kind.
  3. b) Any amendments to this Agreement must be made in writing and signed by both parties.
  4. c) If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the day and year first above written.

PortaQuarters  Ltd
Title:
Date:

[Receiving Party's Name]_______________________________________________

Title:
Date: