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Worcester Web Studio UK NDA 10 Mar 2021

THIS AGREEMENT is dated 10th March 2021 (“the Effective Date”)

PARTIES

  1. Worcester Web Studio Limited with company number 08130739 whose registered office is at Marmion House, 3 Copenhagen St, Worcester WR1 2HB (” Worcester Web Studio”)
  2. PARTICIPANT NAME with company number 12345 whose registered office is at PARTICIPANT ADDRESS(“Participant”)

BACKGROUND

Each of the parties to this Agreement intends to disclose Confidential Information to the other party for the purpose of the development and Maintenance and hosting of a blog web page. (the “Purpose”).

  1. DISCLOSURE
    1. For the purposes of this Agreement confidential information shall include all non-public information, whether or not marked as confidential which, given the nature of the information or the circumstances surrounding its disclosure, should be considered as confidential by a reasonable business person and is disclosed or made available directly or indirectly, whether in writing, orally or otherwise by either Party or its Representatives (a “Disclosing Party”) to the other Party or its Representatives (a “Recipient”) and is disclosed in connection with the Purpose (“Confidential Information”). Confidential information shall include the fact that discussions are taking (or have taken) place concerning the Purpose (including the terms and status of any agreement in respect thereof), the fact that the Confidential Information has been made available or disclosed to the Recipient and the existence and contents of this Agreement (together the “Transaction Information”).

      “Representatives” shall mean in the case of a party and its Affiliates (if any) its directors, officers, employees, auditors, legal, financial and other advisors.

      “Affiliate” shall mean:

      in the case of Worcester Web Studio any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Worcester Web Studio. As used herein, the term “control” means possession of direct or indirect power to order or cause the direction of the management and policies of a corporation or other entity whether (a) through the ownership of more than fifty percent (50%) of the voting securities of the other entity; or (b) by contract, statute, regulation or otherwise.

      in the case of Participant, n/a.
    2. In consideration of the disclosure and receipt and use of the Confidential Information and of the other mutual promises and conditions set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the parties), the parties agree to keep the Confidential Information confidential.
    3. The obligations set out in clause 1.2 shall also apply to any sample, prototype, article, notes, analysis, compilation or other documentation incorporating, based on, or derived from the Confidential Information, or any part of it, whether or not provided by the Disclosing Party and whether or not made by the Recipient for the Purpose or otherwise.
  2. EXCEPTIONS TO CONFIDENTIAL INFORMATION
    1. Clauses 1.2 and 1.3 shall not apply to any information falling within clause 1.1 which:
      • the parties agree in writing is not confidential or may be disclosed.
      • the Recipient can evidence:
        • is or becomes generally available to the public (other than as a result of its disclosure by the Recipient or its Representatives in breach of this Agreement);
        • was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party;
        • is received by the Recipient on a non-confidential basis from a person who, to the Recipient’s knowledge, is not bound by any confidentiality obligation to the Disclosing Party;
        • can be shown by reference to written documents to have been independently developed by the Recipient by a means other than through its access to any Confidential Information.
      • HERE Confidential Information shall not be deemed to be within one or more of the foregoing exceptions merely because any part of it is embodied in general disclosures or because individual features, components or combinations are now or become publicly known.
  3. USE OF CONFIDENTIAL INFORMATION
    1. The Recipient shall and shall procure that its Representatives shall use the Confidential Information solely for the Purpose and shall not:
      • disclose the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; or
      • Copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose.
    2. The Recipient may only disclose the Confidential Information to its Representatives who need to know the Confidential Information for the Purpose, provided that the Recipient procures that any such Representative is bound by conditions no less stringent than those set out in this Agreement and which conditions Recipient hereby agrees to enforce at the request of the Disclosing Party.
    3. The Recipient may disclose Confidential Information as required to comply with any law or regulation or any binding order of any governmental entity, court, regulatory authority (including, without limitation , the rules of any listing authority or stock exchange on which the shares of a part or its affiliates are listed or traded) or other authority of competent jurisdiction and that has jurisdiction over it, provided that the Recipient :
      • gives the Disclosing Party sufficient prior written notice of the requirement to disclose and of the Confidential Information required to be disclosed (to the extent that such notice is not prohibited) to allow the Disclosing Party to seek an injunctive or protective order or other appropriate remedy ;
      • provides any assistance which the Disclosing Party may reasonably require in order to secure such order or such remedy and the Disclosing Party shall reimburse the Recipient’s expenses reasonably incurred in providing such assistance;
      • discloses only that portion of the Confidential Information which is legally required to be disclosed; and
      • uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
      • HERE Any action taken by the Disclosing Party to contest the disclosure must not compromise the obligations of Recipient under the obligation to disclose or cause Recipient to be subject to any fine, penalty or prosecution.
    4. The Recipient shall comply with all applicable laws including:
      1. those relating to any information incorporating personal identifiable information and to security breaches. The Recipient will respond immediately to remedy any known security breaches or service disruptions and, in the event of any threatened or actual disclosure, loss or breach in the security of Confidential Info1mation, Recipient will immediately notify the Disclosing Party of any threatened or actual disclosure, loss or breach, and the actions that the Recipient is taking to prevent any further disclosure, loss or breach.
      2. all applicable domestic and foreign export control laws and regulations and will not export or re-export any Confidential Information of the Disclosing Party disclosed hereunder without having obtained all required national and international government licenses, approvals, or waivers.
    5. The Recipient shall protect the Disclosing Party’s Confidential Information using the same degree of care as it uses, but no less than a reasonable degree of care, to prevent the unauthorised use, disclosure, copying, dissemination, or publication of its own confidential information of a similar nature.
  4. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
    1. All Confidential Information disclosed by the Disclosing Party to the Recipient shall remain the property of the Disclosing Party.
    2. At  the   request  of  the   Disclosing   Party,  the  Recipient   shall   and  shall   procure that its Representatives shall promptly:
      • destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party ‘ s Confidential Information;
      • erase all the Disclosing Party’s Confidential Information from its computer systems to the extent possible ; and
      • certify in writing to the Disclosing Party that it has complied with the requirements of this clause 4.2.
    3. If the Recipient or its Representatives develop or use a product or a process which, in the reasonable opinion of the Disclosing Party, might have involved the use of any of the Disclosing Party’s Confidential Information, the Recipient shall, at the request of the Disclosing Party, supply to the Disclosing Party information which reasonably  establishes that the Disclosing Party’s Confidential lnformation has not been used or disclosed by the Recipient or its Representatives.
    4. Nothing in this clause 4 shall require the Recipient to return or destroy any:
      • documents and materials containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information to the extent required by any law or regulation or any binding order of any governmental entity, court, regulatory authority (including, without limitation, the rules of any listing authority or stock exchange on which the shares of a part or its affiliates are listed or traded) or other authority of competent jurisdiction and that has jurisdiction over it. The provisions of this Agreement shall continue to apply to any such documents and materials retained by the Recipient;
      • computer back-up copies of any Confidential Information created pursuant to the Recipient’s or the Recipient’s Representatives’ standard electronic backup and archival procedures and are not readily accessible save for Recipient’ s IT personnel;
      • copies that contain insignificant extracts from, or references to, Confidential Information or that contain no Confidential Information other than Transaction Information;
      • one archival copy of Disclosing Party ‘ s Confidential Information solely for the purposes of monitoring Recipient’s obligations under this Agreement.
  5. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
    1. The Disclosing Party reserves all rights in its Confidential Information. No rights in respect of the Disclosing Party’s Confidential Information are granted to the Recipient beyond those set out at clause 3.1
    2. Each Party warrants that is has the right to make the disclosures under this Agreement.
    3. Except as expressly stated in this Agreement, the Disclosing Party makes no express warranty or representation and hereby disclaims any implied warranty or representation concerning its Confidential In formation , or the accuracy, completeness or non-infringement of the Confidential Information.
    4. The disclosure of Confidential Information by the Disclosing Party shal I not form any offer by, or representation or warranty on the part of, the Disclosing Pa1ty to enter into any further agreement in relation to the Purpose, or the development or supply of any product or service.
    5. The Recipient acknowledges that damages alone may not be an adequate remedy for the breach or any threatened breach of any of the provisions of this Agreement and the Disclosing Party is entitled to seek injunctive relief to prevent any breach or threatened breach of any of the provisions of this Agreement.

      The parties acknowledge that:
      • this Agreement constitutes the entire agreement between the parties relating to its subject matter;
      • neither party may assign, sub-contract or deal in any way with, any of its rights or obligations under this Agreement ;
      • no variation of this Agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives) ;
      • failure or delay in exercising, or any partial exercise of any right or remedy provided under this Agreement or by law shall not constitute a waiver of any right or remedy;
      • nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or grant any licence or right, beyond that required for the Purpose;
      • if any provision of this Agreement is held to be unlawful and/or unenforceable under any applicable law, such invalidity will not affect any other provision of that can be given effect without the invalid provision;
      • this Agreement is made for the benefit of the parties to it and is not intended to bene fit, or be enforceable by, anyone else .
  6. TERM AND TERMINATION
    1. This Agreement will come into force on the Effective Date and continue thereafter for a period of 2 years, unless terminated in accordance with Clause 6.2.
    2. Either party may terminate this Agreement on thirty (30) days prior written notice to the other party. Such termination shall not relieve the Participant from any of the obligations imposed by this Agreement with respect to Confidential Information.
    3. Unless otherwise provided for here i n, the obligations of confidentiality and nonuse with respect to the Confidential Information disclosed hereunder shall survive the termination or expiration of this Agreement for a period of 5 years from the date of such termination or expiration.
    4. Upon term initiation , the Recipient shall immediately cease to use the Confidential Information.
    5. Termination of this Agreement shall not affect any accrued tights or remedies to which the Disclosing Party is entitled.
  7. NOTICES
    1. Any notice required to be given under this agreement, shall be in writing and shall be delivered personally, delivered or mailed by first class pre-paid post or by pre-paid airma il , as appropriate, or facsimile (fax) copied to a Party at the relevant notice address as set out in connection with the Parties above or as otherwise specified by the relevant party by notice in writing to a Party at the relevant notice address as set out below:
      • Marketing, Worcester Web Studio Limited, Marmion House, 3 Copenhagen St, Worcester WR1 2HB
      • PARTICIPANT ADDRESS or as otherwise specified by the relevant party by notice in writing to each other patty.
    2. Any notice, if so addressed as stipulated in clause 7. I above, shall be deemed to have been duly given or made as follows:
      • if given by personal delivery, upon delivery at the notice address of the relevant Party;
      • if sent by first class pre-paid post to a destination in the country where it was posted, three days after the date of posting;
      • if sent by pre-paid airmail to a destination outside the countly where it was posted, seven days after the date of posting;
      • if sent by facsimile , on the first working day immediately following the day of transmission; or
      • if delivered by commercial courie r, on the date and at the time that the courier’s delivery receipt is signed.
    3. A notice required to be given under this agreement shall not be validly given if sent by e-mail.
  8. GOVERNING LAW AND JURISDICTION
    1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
    2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS WHEREOF, the Parties have indicated their acceptance of the terms of this Agreement by their signatures set forth below. Each individual signing for a Pa11y hereby personally warrants his or her legal authority to bind the Party.

Signed by Mr Raymond Gillespie for and on behalf of Worcester Web Studio

10th March 2021

…

Signed by PARTICIPANT NAME for and on behalf of PARTICIPANT COMPANY

10th March 2021