Non-Disclosure Agreement
This agreement is mutual. Both Veritex and the Client undertake confidentiality obligations in equal measure. Either party may supply their own NDA in place of this document — whichever is agreed applies to the engagement.
1. Definitions
1.1 In this Agreement, the following terms have the meanings given below:
| “Agreement” | this Non-Disclosure Agreement, together with any recitals or schedules. |
| “Authorised Persons” | in respect of either party, its employees, officers, directors, subcontractors, and professional advisers (including solicitors and accountants) who have a genuine need to access the Confidential Information for the purposes of the Purpose, and who are bound by written obligations of confidentiality no less onerous than those set out in this Agreement. |
| “Confidential Information” | all information, data, and materials disclosed by or on behalf of one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the Purpose, whether disclosed before or after the date of this Agreement, and whether disclosed in writing, orally, electronically, visually, or by any other means, including without limitation: technical data; design files; schematics; Gerber files; PCB layouts; bill of materials; assembly drawings; firmware and software; test strategies and results; manufacturing processes; supplier relationships and pricing; business plans; financial information; customer information; product roadmaps; and any analyses, summaries, reports, or notes prepared by the Receiving Party that contain, reflect, or are derived from such information. |
| “Purpose” | the evaluation, negotiation, and performance of a consultancy engagement between the parties relating to electronics design review, NPI management, or manufacturing consultancy services provided by Veritex. |
1.2 References to a party include its successors and permitted assigns.
2. Obligations of Confidentiality
2.1 The Receiving Party shall:
- keep all Confidential Information strictly confidential;
- not disclose any Confidential Information to any person other than its Authorised Persons;
- use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
- not copy, reproduce, or store Confidential Information beyond what is reasonably necessary for the Purpose;
- apply at least the same degree of care to the protection of the Confidential Information as it applies to its own confidential information of equivalent sensitivity, and in any event no less than reasonable care;
- promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised disclosure, access, or use of Confidential Information.
2.2 The Receiving Party shall take reasonable technical and organisational measures to protect Confidential Information held in electronic form, including appropriate access controls and, where reasonably practicable, encryption of files at rest and in transit.
2.3 Each party shall ensure that its Authorised Persons are made aware of and comply with the obligations in this Agreement.
3. Exclusions
3.1 The obligations in clause 2 do not apply to any information that the Receiving Party can demonstrate:
- was in the public domain at the time of disclosure or subsequently enters the public domain other than as a result of a breach of this Agreement;
- was in the Receiving Party's lawful possession, free from any obligation of confidentiality, at the time of disclosure;
- is independently developed by the Receiving Party without reference to or use of any Confidential Information;
- is lawfully received from a third party who is under no obligation of confidentiality to the Disclosing Party in respect of that information; or
- is required to be disclosed by applicable law, by a court of competent jurisdiction, or by a regulatory authority with the power to compel disclosure, subject to clause 4.
3.2 Each exclusion in clause 3.1 applies separately to each item of Confidential Information and the burden of proving that an exclusion applies rests with the Receiving Party.
4. Permitted Disclosure
4.1 Where a party is required by law, court order, or regulatory authority to disclose any Confidential Information, that party shall, to the extent permitted by law:
- notify the Disclosing Party as soon as reasonably practicable before making the disclosure;
- provide the Disclosing Party with reasonable opportunity to seek a protective order, injunction, or other appropriate relief;
- co-operate with the Disclosing Party's reasonable efforts to obtain such relief; and
- disclose only so much Confidential Information as is strictly necessary to comply with the relevant legal obligation.
5. Inadvertent Disclosure
5.1 The parties recognise that accidental disclosure of Confidential Information may occur despite reasonable precautions.
5.2 Where a party becomes aware that it has inadvertently disclosed Confidential Information to an unauthorised person or by an unintended means (an “Inadvertent Disclosure”), that party shall:
- notify the Disclosing Party promptly, and in any event within five business days of becoming aware of the disclosure;
- provide reasonable details of the nature of the disclosure and the information affected; and
- take all reasonable steps within its control to contain and mitigate the effects of the disclosure, including requesting the return or destruction of any disclosed materials from any unintended recipient.
5.3 Provided that the Receiving Party complies with clause 5.2, an Inadvertent Disclosure shall not of itself give rise to any financial liability, damages claim, or penalty under this Agreement. For the avoidance of doubt, no liquidated damages, pre-agreed penalties, or fixed compensation shall be payable solely as a result of an Inadvertent Disclosure.
5.4 Clause 5.3 applies only to disclosures that are genuinely inadvertent. It does not apply to, and provides no protection in respect of, any disclosure that is deliberate, reckless, or that results from a wilful failure to apply the standards required by clause 2.
6. Return and Destruction
6.1 On the written request of the Disclosing Party, or on termination or expiry of the purpose for which the Confidential Information was disclosed, the Receiving Party shall, at the Disclosing Party's election:
- return all Confidential Information (and all copies and extracts) to the Disclosing Party; or
- securely destroy all Confidential Information (and all copies and extracts) and certify such destruction in writing.
6.2 The Receiving Party may retain copies of Confidential Information to the extent required by applicable law or its bona fide document retention policies, provided that such retained copies remain subject to the confidentiality obligations of this Agreement.
6.3 The obligations of clause 6.1 do not apply to information held in routine system back-ups or disaster recovery systems where targeted deletion is technically impracticable, provided such copies are not otherwise accessible and are overwritten in due course in the ordinary operation of those systems.
7. Remedies
7.1 Each party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages alone may not be an adequate remedy.
7.2 In the event of a deliberate or reckless breach of this Agreement, the Disclosing Party shall be entitled to seek urgent interim relief, including an injunction or other equitable remedy, from a court of competent jurisdiction, without being required to demonstrate actual financial loss or to post a bond or other security.
7.3 This Agreement does not create any obligation on either party to pursue any particular remedy and the rights set out in this clause are in addition to, and do not limit, any other rights or remedies available at law or in equity.
7.4 No pre-agreed sum, liquidated damages, or financial penalty is specified or payable under this Agreement for any disclosure, whether deliberate or inadvertent.
8. Term and Survival
8.1 This Agreement takes effect from the date it is entered into and continues for the duration of the Purpose.
8.2 The obligations of confidentiality in this Agreement shall survive expiry or termination of the Purpose and shall remain in force for a period of five years from the date on which the relevant Confidential Information was last disclosed, or from the date of termination of the Purpose, whichever is later.
8.3 Termination of this Agreement shall not affect any rights or obligations that have accrued prior to termination.
9. General
9.1 No Licence. Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to any Confidential Information beyond what is strictly necessary for the Purpose. All intellectual property rights in the Confidential Information remain vested in the Disclosing Party (or its licensors).
9.2 No Obligation. Nothing in this Agreement obliges either party to enter into any further agreement, to disclose any particular information, or to proceed with any transaction or engagement.
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to confidentiality in respect of the Purpose and supersedes all prior oral or written understandings on the same subject matter. It does not limit the confidentiality provisions of any separate services agreement between the parties — both apply concurrently.
9.4 Variation. No amendment to this Agreement is valid unless made in writing and agreed by both parties.
9.5 Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Veritex may assign its rights and obligations to any successor entity or purchaser of the relevant part of its business on notice to the Client.
9.6 Waiver. A failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.
9.7 Severance. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.
9.8 Third Parties. This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
9.9 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
9.10 Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute or claim arising out of or in connection with this Agreement.