Professional Hair Labs

Non Disclosure Agreement


THIS AGREEMENT is made on

 

BETWEEN

 

(1)        Professional Hair Products Limited a company incorporated in Ireland under Registration Number 497664, and having its registered office at St. Martin’s Road, Rosslare Harbour, Wexford  (hereinafter called “the Disclosing Party”) which shall include any subsidiary or holding company of the Disclosing Party of the first part; and

 

(2)        (hereinafter called “the Receiving Party”) of the second part.

 

WHEREAS:

 

(a)        The Disclosing Party and the Receiving Party are about to enter into a business relationship shortly described in the Schedule (“the Relationship”).

 

(b)       In connection with the Relationship the Receiving Party may have access to certain confidential and/or proprietary information pertaining to the Disclosing Party, its customers, policies, products, processes, intellectual property and other business affairs.

 

IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

 

  1. Interpretation

 

1.1           Definitions

 

1.1.1    In this Agreement "Confidential Information" shall mean any of the following, whether:-

 

(a)        disclosed by or on behalf of the Disclosing Party to the Receiving Party in writing;

 

(b)           acquired by the Receiving Party through observation or examination of any documents, licenses, contracts, books, inventions, specifications, prototypes, records, data, software, source codes or products of the Disclosing Party;

 

(c)            acquired by the Receiving Party through observation or examination of the Disclosing Party’s offices, processes or procedures;

 

(d)       any information relating to products of the Disclosing Party in which the Disclosing Party claims a proprietary and/or confidential interest;

 

(e)        all confidential matters of the Disclosing Party including, without limitation, patents, copyright, trademarks, technical know‑how, design rights,  trade secrets, technical data, analyses, compilations, concepts, technical processes, formulae, specifications, computer systems, software, machinery, inventions, research transactions, customer lists, pricing policies, operational methods, financial information, accounting information, actuarial information, marketing information, market opportunities and other business affairs of the Disclosing Party;

 

(f)        any information of a confidential nature concerning the Disclosing Party's customers, suppliers, employees, sales, turnover, financail projections or consultants;

 

(g)       any information the Disclosing Party has received from others which the Disclosing Party is obliged to treat as proprietary and/or confidential; and

(h)       any information relating to the existence and/or contents of the aforesaid negotiations and, if any, of the Relationship.

 

1.1.2    "Confidential Information" shall not include any information which the Receiving Party can establish:‑

 

(a)            to have been publicly known and already in the public domain prior to the Disclosing Party’s disclosure of such information  to the Receiving Party; or

 

(b)           to have become publicly known and in the public domain at any time subsequent to the Disclosing Party's disclosure of such information to the Receiving Party without breach of this Agreement or other action by the Receiving Party or by any Representative (as hereinafter defined); or

 

(c)            to have been known by or available to the Receiving Party prior to the Disclosing Party’s disclosure of such information to the Receiving Party, without obligation to keep it confidential, as evidenced by documentation received by or in the possession of the Receiving Party prior to the Disclosing Party’s disclosure to the Receiving Party or to any Representative; or

 

(d)           to have been received by the Receiving Party, subsequent to the Disclosing Party’s disclosure of such information to the Receiving Party, in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential.

 

1.1.3    "Representative" means any officer, director, employee, adviser, consultant or agent of the Receiving Party.

 

1.2       Headings and Captions

 

The Section headings and captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of any provision in this Agreement.

 

1.3       For the avoidance of doubt “Confidential Information” shall include information disclosed to the Receiving Party prior to the date hereof, provided however that this information has been clearly identified as Confidential Information by the Disclosing Party at the time of disclosure.

 

  1. Obligations

 

  • Obligations with respect to Confidential Information

 

The Receiving Party acknowledges that irreparable injury and damage may result from disclosure of any Confidential Information to third parties or utilisation of Confidential Information for purposes other than connected with the Relationship.  In consideration of the Disclosing Party agreeing to disclose the Confidential Information to the Receiving Party, the Receiving Party agrees to treat the Confidential Information in the strictest confidence and to undertake the following additional obligations with respect thereto:‑

 

2.1.1      the Receiving Party shall not, at any time hereafter, without the Disclosing Party's prior written consent:

 

(a)        disclose any Confidential Information to any third party; or

 

(b)           disclose the existence of any of the Disclosing Parties' products or any information relating thereto to any third party; or

 

(c)            use any Confidential Information except pursuant to and in connection with the Relationship.

 

2.1.2      The Receiving Party shall not make or use any copies, synopses or summaries of oral or written material, photographs or any other documentation or information made available or supplied by the Disclosing Party to the Receiving Party except such as are necessary for the Receiving Party's communications in connection with the Relationship or as are necessary to accomplish the purposes of the Relationship.

 

2.1.3      Neither the Receiving Party nor any Representative shall disclose to any third party or make any public announcement with respect to the Disclosing Party's products or Confidential Information without the prior written consent of the Disclosing Party.

 
  1. Disclosure of Confidential Information

 

In consideration of and as an inducement to the Disclosing Party entering into this Agreement with the Receiving Party, the Receiving Party hereby covenants, undertakes and warrants to the Disclosing Party that it will ensure that each of the persons to whom it provides access to the Confidential Information under this Agreement are prohibited from making any use of or publishing or otherwise disclosing to others or permitting others to use for their benefit or to the detriment of the Disclosing Party or otherwise any of the Confidential Information.  If required by the Disclosing Party, the Receiving Party shall procure that any person to whom it discloses Confidential Information shall enter into an undertaking in a form required by the Disclosing Party to adhere to the provisions of this Agreement.

 

  1. Return of Confidential Information

 

4.1              The Receiving Party shall return to the Disclosing Party all Confidential Information contained or recorded in written, facsimile, photocopy, data based or other electronic form, and all written material, photographs and all other documentation made available or supplied by the Disclosing Party to the Receiving Party, and all copies and reproductions thereof, upon request from the Disclosing Party at any time hereafter or upon termination of the Relationship, whichever first occurs.

 

4.2              The Receiving Party shall keep a record of the Confidential Information provided to it and to any persons to whom it provides access to the Confidential Information and of the location of such Confidential Information and of any persons holding such information and shall provide that record to the Disclosing Party upon return of all Confidential Information.

 

4.3              Any reports, notes or materials prepared by the Receiving Party and which contains Confidential Information shall be returned together with all the Confidential Information received from the Disclosing Party.

 

  1. Disclosure by Applicable Law

 

            In the event of the Receiving Party, under any applicable law, being required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demand, governmental investigations or similar processes) to disclose any Confidential Information, the Receiving Party will use all reasonable endeavours to provide the Disclosing Party with prompt notice of such request or demand so that the Disclosing Party may seek an appropriate protective order and/or consider granting a waiver of the Receiving Party's compliance with the provisions of this Agreement.

 

  1. Further Remedy

 

            6.1       Without affecting any other rights or remedies that the Disclosing Party may have, the Receiving Party acknowledges and agrees that damages will not alone be an adequate remedy for the Disclosing Party for any breach of this Agreement by the Receiving Party. 

 

  • Accordingly, the Disclosing Party shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the provisions of this Agreement by the Receiving Party and no proof of special damages shall be necessary for the enforcement of this Agreement. Nothing contained herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it, either at law or in equity, for such breach or threatened breach. The parties to this Agreement agree that all of the provisions under this Agreement are reasonable and essential in order to protect the confidentiality of the Confidential Information.

 

  • The Receiving Party shall indemnify the Disclosing Party in respect of any loss or liability of any nature whatsoever arising directly or indirectly out of any breach of the terms of this Agreement.

 

 

  1. The Receiving Party acknowledges that the Disclosing Party has not made any representation or warranty, express or implied, as to the correctness, accuracy or completeness or otherwise of any Confidential Information save as may subsequently be agreed in writing, PROVIDED HOWEVER that this shall not exclude liability or remedy for or in respect of any fraudulent misrepresentation

 

  1. Survival of Obligations

 

            This Agreement shall remain in force for so long as the Disclosing Party (including its successors or assigns) is entitled to claim a proprietary interest and/or trade secret protection in the Confidential Information.

 
  1. Assignment

 

            Neither Party shall be entitled to assign this Agreement to any person, firm or company or the obligations thereunder, without the prior written consent of the other.

 
  1. Whole Agreement

 

            This Agreement contains the whole Agreement between the parties hereto relating to the Confidential Information and supersedes all previous agreements (if any) whether they be written or oral agreements, writings, discussions or understandings between the parties in respect of the subject matter.

 

  1. Non Solicitation

 

For one year after the date hereof, neither Party nor any of its agents, officers or employees will directly or indirectly:

 

  • initiate or engage in or have any contact of any kind with the staff or employees of the other Party or any member of the management thereof, other than in the normal course of business

 

  • solicit, offer to employ entice away or endeavour to entice away any person who is employed by the other Party whether or not such person would commit any breach of his contract of service in leaving such employment; or

 

  • initiate or engage in or have any contact of any kind with a client or customer of the other Party whose identity or existence shall have been disclosed as part of the Confidential Information.

 

 

  1. 12. No failure or delay on the part of the Disclosing Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any right, power or privilege hereunder or otherwise

 

  1. It is acknowledged that the Confidential Information may contain personal data or sensitive personal data within the meaning of the Data Protection Acts 1988, 2003 and 2018 all as amended or extended from time to time, together with any regulations, statutory instruments or Directives made in connection with same (“The Regulations”) and that the provisions of this Agreement enable the Disclosing Party to comply with the provisions of the Regulations. The Receiving Party agrees that it will act at all times in accordance with the Regulations and shall cooperate with and furnish to the Disclosing Party all information, documentation or other records necessary to enable the Disclosing Party to comply with all its obligations under the Regulations.

 

 

  1. Severability

 

            If any provision of this Agreement is prohibited by law but judged by a Court to be unlawful, void or unenforceable, the provision shall to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

 

  1. Governing Law and Jurisdiction

 

            This Agreement shall be governed by and construed in accordance with the Laws of the Republic of Ireland.   Each of the parties hereto hereby agrees that the Courts of the Republic of Ireland shall have sole and exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with this Confidentiality Agreement and for such purposes irrevocably submits to the Jurisdiction of such Courts.

 

  1. No Binding Commitment

            Nothing contained in this Agreement shall be construed as a commitment from a Party to the other to enter into or to execute any Transaction of any kind.

 

  1. 17. Any notice given under or in connection with this Agreement shall be in writing and may be served by hand, by post, by email or by fax addressed to the Company Secretary of the relevant party at its registered office

 

 

IN WITNESS whereof this Agreement has been entered into the day and year first herein written.

 

 

 

 

 

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Signed by Ryan Margolin
Signed On: May 23, 2022


Signature Certificate
Document name: Non Disclosure Agreement
lock iconUnique Document ID: d1b8d88ddb495b01a9f4fc9cb47fdf8b171bdf96
Timestamp Audit
November 4, 2021 11:21 am EDTNon Disclosure Agreement Uploaded by Ryan Margolin - ryan@prohairlabs.com IP 86.41.48.174