THIS NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT
Parties: Sardothian Investments Limited (CRO: 657367), 3 Patrick’s Court, Patrick Street, Kilkenny, Republic of Ireland (“Sardothian”); and the party representing the Mac address and IP address of this machine.
1. Purpose
The Parties wish to explore potential business opportunities, transactions, funding structures, banking arrangements, investment programs and strategic collaborations (the “Purpose”).
2. Definitions
“Confidential Information” means all information disclosed by one Party to the other, including business, financial and commercial information; banking, investment and funding structures; trade programs; investor, intermediary, client and counterparty identities; contractual arrangements; pricing, models, projections and strategies; KYC/AML information; banking coordinates; fee arrangements; source of funds information; trade platform details; and verbal discussions and meeting contents. Confidential Information shall be presumed confidential whether or not marked.
3. Confidentiality Obligations
The Receiving Party shall keep all Confidential Information strictly private and confidential; use it solely for the Purpose; not disclose it to any third party except as permitted; protect it using at least the same degree of care as its own confidential information; and not copy, reproduce or exploit it other than for the Purpose.
4. Permitted Disclosure
Disclosure permitted to directors, officers, employees, professional advisers, financiers or Affiliates with strict need-to-know, bound by equivalent confidentiality obligations, and where required by law with prior notice where permissible.
5. Exclusions
Obligations do not apply to information that is publicly available; lawfully known prior to disclosure; received from an unrelated third party without restriction; or independently developed without use of Confidential Information.
6. Non-Circumvention
For 3 years, neither Party shall circumvent, avoid, bypass or obviate the other; enter into arrangements with Introduced Parties to exclude the introducing Party; interfere with business relationships; or utilise Confidential Information to structure transactions independently. Does not prohibit independently developed business activities.
7. Ownership
All Confidential Information remains the property of the Disclosing Party. No licence or interest is granted except limited right to use for the Purpose only.
8. Return or Destruction
Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information and confirm in writing, save copies retained for legal or regulatory compliance.
9. No Obligation
Nothing obliges either Party to proceed with any transaction; constitutes a partnership, joint venture or agency; or grants exclusivity unless agreed in writing.
10. Term
3 years from acceptance. Obligations survive termination for a further 3 years.
11. Remedies
Breach may cause irreparable harm. Either Party may seek injunctive relief, specific performance and equitable remedies. Compliance with UK GDPR, UK Bribery Act 2010, sanctions laws, AML and anti-corruption laws required. No liability until definitive agreements executed.
12. Governing Law
Governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.
