Non Disclosure Deed

WORLDS APART LTD (the “Disclosing Party”) 

    The Innovation Factory, St Columb Major Business Park, TR9 6SX, Cornwall

In consideration for the mutual promises set out below, the receipt and sufficiency of which are acknowledged, the Disclosing Party and the Recipient agree as follows:

  1. The Disclosing Party shall disclose to the Recipient proprietary ideas, product concepts, designs, drawings, items, production costs, know-how, processes, trade secrets, intellectual property rights (collectively the “Confidential Information”) in relation to ­­­­­­­­­­­­­­­­­­the Worlds Apart product range, (the “Item(s)”)
  1. The Recipient shall consider the suitability, design and product costing among other things of the Items shown or described to the Recipient for the purpose of evaluating potential commercial development, product design and development and / or manufacturing of the Item(s) by agreement with the Disclosing Party (the “Purpose”).
  1. The Recipient shall maintain the Confidential Information strictly confidential, whether disclosed before or after the date of this Deed, and shall not disclose the Confidential Information, either directly or indirectly, to its employees or agents except on a strict ‘need to know basis’ for the Purpose. The Recipient shall take all precautions as may be necessary to maintain the secrecy and confidentiality of the Confidential Information. The Recipient will use the information disclosed solely for the Purpose and will not:
    1. willingly reveal the Items to others or make copies of the information or any part thereof only to the extent that the same is strictly required for the Purpose;
    2. use the Confidential Information on its own behalf; further develop, manufacture, have manufactured, market or exploit the Items in any way or take any other action concerning the Items,

without the Disclosing Party’s consent.

  1. The Recipient acknowledges and admits that the:
    1. Items are original and owned by the Disclosing Party, including any modification to or improvement of the Items which has been or is made by the Recipient;
    2. Items have been developed by the Disclosing Party at its initiative and expense;
    3. disclosure or unauthorised use of the Confidential Information will cause irreparable harm to the Disclosing Party.
  1. The term of this Deed is for three (3) years from the date of attendance.
  1. Intellectual Property: Nothing contained in this Agreement shall be construed as transferring, by license or otherwise, any rights of the Disclosing Party, such as patent rights, copyrights, trade marks or other intellectual property rights in respect of the Confidential Information and/or the Items.
  1. Return of Proprietary Information: At the Disclosing Party’s request (which may be made at any time, whether before or after the Recipient’s obligations have terminated), the Recipient must, in a commercially reasonable time and manner, provide the Disclosing Party with all physical embodiments (in whatever form or medium) of the Confidential Information, including copies (whether authorised or unauthorised).
  1. This Agreement is governed by and construed in accordance with the laws of England and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.
  1. Entire Agreement: This Deed constitutes the entire and fully integrated agreement and understanding of the parties concerning confidentiality and ownership of the Items.  This Deed supersedes all previous communications, proposals, representations and agreements, whether oral or written, relating thereto.