Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

Summary

We believe transparency is key, so this mutual non-disclosure agreement (“Agreement”) sets out clearly what confidential information is and how both parties agree to handle it. It’s straightforward and fair to both “you” (the Receiving Party) and “us” Pembroke Digital Limited, trading as O’Brien Media, whose registered office is at Suite 4, Marlborough House, 26 High Street, Old Town, Swindon, SN1 3EP (Registered in England and Wales number: 14750911).

So, in short

“You” and “us” want to share information to explore a potential business relationship in web design, digital marketing, hosting and related services. We’ll keep what you tell us confidential, and you’ll do the same for what we tell you.

What do both parties agree to?

• You: You’re authorised to enter into this Agreement on behalf of yourself or your organisation. You’ll provide any materials, data or assistance we ask for in a timely manner. You’ll use the Confidential Information only to evaluate our potential business relationship and not for any other purpose.
• Us: We have the expertise to fulfil our obligations. We’ll keep your confidential information secure, use it only to assess and pursue our mutual business aims, and not disclose it to anyone except as permitted here.

Getting down to the nitty gritty

What is Confidential Information?

All non-public information shared by either party that is marked or reasonably understood to be confidential, including but not limited to:

• Business plans, strategies and forecasts
• Technical data and trade secrets
• Client, supplier and marketing information
• Financial details and pricing information
• Analyses, compilations or other derivatives of the above

What you can and can’t do

• Keep it secret: treat all Confidential Information with the same level of care as your own, and at least reasonable care.
• Use it only for the agreed purpose: evaluating or pursuing our potential business relationship.
• Don’t pass it on: no disclosure to third parties without prior written consent—except to your team, advisers or contractors who need to know, provided they’re bound by similar confidentiality obligations.

Exceptions

Information is not Confidential Information if it:

• Is already public (through no fault of yours or ours).
• Was in your possession before disclosure, free from confidentiality duties.
• Is received from a third party not under confidentiality obligations.
• Is independently developed without using the Confidential Information.

Term of the Agreement

This Agreement takes effect on the date of last signature and continues until the earlier of one of the following:

• Two years from that date.
• Termination by either party with 30 days’ written notice.

Clauses on definitions, obligations, exclusions, return of information, no licence, no warranty, remedies and governing law survive termination.

Return or destruction

We both agree that either on our written request or automatically when this Agreement ends, you will:

• Return or destroy – within 14 days of our request (or of the end of the Agreement), you’ll either:
  • hand back to us all physical documents, prototypes or other materials containing our Confidential Information (and any copies of them); and
  • permanently delete or securely destroy all electronic files, extracts, summaries or notes you hold that include our Confidential Information.
• Get your team on board – you’ll remind anyone you’ve shared our Confidential Information with (your employees, advisers or contractors) that they must do exactly the same.
• Tell us you’re done – once you’ve returned or destroyed everything, you’ll send us a short, signed letter (from you or one of your directors) confirming:
  • what you’ve returned;
  • what you’ve destroyed; and
  • that no copies remain in any format.

Exception: If you’re legally required to keep a copy (for example, to satisfy a court order, audit or regulatory requirement), you may do so – but that copy remains strictly confidential under this Agreement until you’re allowed to destroy it.

No licence or transfer of intellectual property

We want to be clear that while you’re free to use our Confidential Information to explore or work on our potential project, you’re not getting any broader rights to our intellectual property.

• Limited, purpose-only licence – you may use the Confidential Information solely to:
  • evaluate our services;
  • prepare proposals or internally discuss the potential engagement;
  • perform any work we both agree on in writing.

  This licence automatically ends when this Agreement ends or you’ve returned/destroyed the information.

• All other rights reserved – aside from that narrow licence:
  • we retain all copyright, design rights, trade-secrets and other intellectual property;
  • you may not copy, modify or create derivative works except as needed for the agreed purpose;
  • you may not reverse-engineer, decompile or disassemble any of our materials or software.
• No implied licences – nothing in this Agreement grants you any rights to:
  • our trademarks, service marks or logos;
  • patented or patentable inventions;
  • any third-party IP that we’re under licence to use.

In short: you can look, learn and discuss—but you can’t claim, copy or commercialise our IP beyond what we’ve explicitly agreed.

No warranty

We want to be clear that all Confidential Information is provided purely for your evaluation, and we’re not making any promises about it. In other words:

• Provided “as-is” – we don’t guarantee the information is accurate, complete, up-to-date or error-free.
• Your responsibility – you agree to verify any details that are important to your decisions and use the information at your own risk.
• No implied warranties – we disclaim all other warranties, whether express, implied or statutory (including merchantability or fitness for a particular purpose).

Remedies

We both agree that if either of us breaks these confidentiality promises, it could cause harm that money alone might not fix. Therefore:

• Injunctive relief – the non-breaching party can ask a court for an immediate order to stop any further misuse or disclosure, without having to prove actual monetary loss first.
• Damages – the non-breaching party can claim compensation for any losses (including indirect or consequential losses) resulting from the breach.
• Other legal remedies – the non-breaching party can pursue any additional remedies available under English law (for example, specific performance or an account of profits).

In short: if confidentiality is broken, we can quickly get a court to stop it and seek any compensation or other relief we’re entitled to.

Governing law, jurisdiction and entire agreement

We’ve kept this simple so there’s no confusion about what applies if things go wrong:

• Governing law – this Agreement is governed by and will be interpreted in accordance with the laws of England and Wales.
• Exclusive jurisdiction – any dispute arising under or in connection with this Agreement will be dealt with only by the courts of England and Wales.
• Entire agreement – this Agreement is our complete understanding about confidentiality. It replaces any previous discussions, promises or agreements on the same subject.
• Severability – if a court finds any part of this Agreement invalid or unenforceable, the rest of the Agreement will still fully apply.

In short: English law governs, disputes stay in our courts, this is the whole deal, and if one bit is knocked out the rest still stands.

But where’s all the horrible small print?

Just like a parking ticket, you can’t transfer this agreement to anyone else without our written permission. We may transfer our rights and obligations under this agreement to another organization; we’ll let you know if we intend to do this.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this agreement and not cause the other to breach any relevant laws or regulations. 

If for some reason one part of this agreement becomes invalid or unenforceable, the remaining parts of it remain in place. 

Although the language is simple, the intentions are serious, and this agreement is a legal document under the exclusive jurisdiction of English and Welsh courts.