Confidentiality Agreement / NDA (Preview version)
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Date] by and between cAPItula, a company registered in United Kingdom with its registered office at [Address] (“cAPItula”, “We”, “Us”, “Our”) and [Potential Affiliate Name], a potential Affiliate registered in [Country] with its registered office at [Address] (“Potential Affiliate”, “You”, “Your”).
WHEREAS, cAPItula desires to disclose certain Confidential Information (as defined below) to “You” the Potential Affiliate in connection with the potential for You to become a strategic affiliate of cAPItula (the “Purpose”); and
WHEREAS, You desire to receive such Confidential Information;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties agree as follows:
1. Confidential Information
“Confidential Information” means all information disclosed by cAPItula to You, whether orally, in writing, or by any other means, that is designated as confidential or that, by its nature or the circumstances surrounding its disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to:
- cAPItula’s business plans, marketing strategies, and financial information.
- Information about cAPItula’s technology, products, and services.
- Information about cAPItula’s affiliates, prospects, customers and suppliers.
- The terms of this Agreement.
2. Non-Disclosure
2.1. You agree to hold in confidence all Confidential Information and not to disclose it to any third party without the prior written consent of cAPItula.
2.2. You agree to use Confidential Information only for the Purpose and not for any other purpose.
2.3. You will use the same degree of care to protect the confidentiality of Confidential Information as it uses to protect its own confidential information, but no less than a reasonable degree of care.
3. Non-Solicitation with Our Affiliate Partners. During the term of this Agreement and for a period of 6 months following termination, you agree that you will not, directly or indirectly:
Solicit a marketing relationship, induce, or attempt to solicit a marketing relationship, or induce any other party that is an existing Affiliate Partner of Us, and prospective Affiliates that we discuss.
3.1 Provide or discuss marketing activities with other Affiliate Partners of cAPItula, with out consulting Us in the first instance and receiving written approval. Hire, solicit, or engage the services of any former cAPItula employee who was substantially involved with the Services or your Affiliate Partnership without prior written consent from Us.
3.2 Conflict of interest. We believe in building trust with our Affiliate Partners. To ensure all decisions are made fairly and objectively, we require Our Affiliates to disclose any potential or existing conflicts of interest.
4. Exceptions to Non-Disclosure
You will not be obligated to keep Confidential Information confidential to the extent that such information:
4.1. Was already publicly known at the time of disclosure by cAPItula or enters the public domain through no fault of You.
4.2. Was rightfully obtained by You from a third party without a confidentiality obligation.
4.3. Was independently developed by You without the use of any Confidential Information.
4.4. Is required to be disclosed by law, regulation, or court order (provided that You give cAPItula prompt written notice of such requirement).
5. Return of Confidential Information
Upon cAPItula’s written request, Affiliate will promptly return or destroy all Confidential Information in its possession or control.
6. Term and Termination
This Agreement will be effective as of the date first written above and will remain in effect for a period of 12 months, unless terminated earlier as provided herein. This Agreement may be terminated by either party upon written notice to the other party or superseded by signing Our Affiliate Agreement Terms.
7. Miscellaneous
7.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
7.2. This Agreement may be amended only by a writing signed by both parties.
7.3. This Agreement will be governed by and construed in accordance with the laws of United Kingdom.
7.4. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Signing
Each of the Parties agrees to the terms of this Agreement by signing “b0_NDA Form” via PandaDoc.
v1.0 June 2024 Capitula Affiliate Partnership – Confidentiality Agreement / NDA