Non Disclosure Agreement
THIS AGREEMENT is made on
(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.
(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:
1.1.1 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;
(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:‑
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.
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:‑
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.
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.
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.
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.
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.
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.
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.
For one year after the date hereof, neither Party nor any of its agents, officers or employees will directly or indirectly:
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.
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.
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.
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
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Document Name: Non Disclosure Agreement
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