Non-Disclosure Agreement - Locums
CONFIDENTIALITY & NON-CIRCUMVENTION AGREEMENT
Ten-Percent.co.uk Limited, t/a TP Legal Recruitment and Interim Lawyers
Incorporated and registered in England and Wales.
Company No 3985515
Registered Office: Derwen Bach, Glyndwr Road, Mold CH7 5LW (the Discloser)
and (if relevant)
Hereinafter called (the Recipient)
1.1 Agreement: the agreement between the Parties as contained in this document;
1.2 Authorised Persons: officers and employees of the Discloser and Recipient and their respective legal and financial advisors and any person to whom the Recipient or Discloser has given prior written consent to the other for the disclosure of Confidential Information;
1.3 Business Days: Not a Sunday nor a Bank Holiday in England or Wales;
1.4 Confidential Information: includes the Assignment and all information that is directly or indirectly disclosed, whether before or after the date of this agreement, to the Recipient or any agent of them which comes to the Recipient including without limitation:
1.5 Party(ies): the Discloser and the Recipient.
1.6 Assignment : information about the Discloser’s clients seeking to recruit contractor(s) and/or locums for assignments, including but not restricted to the identity and the location of the Discloser’s clients.
1.7 Term: the period of 12 months from the date of this agreement unless otherwise terminated in accordance with the provisions of clause 7 of this agreement.
2.1 In consideration of the disclosure by Discloser to Recipient of the Confidential Information the Recipient undertakes:
a) to receive and hold the Confidential Information in the strictest confidence and to use best endeavours to safeguard the Confidential Information and to prevent its disclosure to any third party;
b) to use the Confidential Information only for the purposes of determining an interest in the Assignment;
c) to ensure that Authorised Persons are only given access to the Confidential Information on a “need-to-know” basis and solely for the Assignment and that any Authorised Persons are informed of the confidential nature of the Confidential Information and are contractually bound to Discloser to safeguard its confidentiality on terms no less stringent than those in this Agreement;
d) forthwith to notify the other of all suspected or actual unauthorised disclosures of the Confidential Information and thereafter to take all such steps to protect the confidentiality of the Confidential Information as may reasonably be required; and
e) not to disclose the Confidential Information to any third party other than Authorised Persons nor to make any copy physical or electronic of the Confidential Information.
The Recipient agrees that:
3.1 The Recipient shall not contact the Discloser’s Clients directly or indirectly or through any third party of whatsoever nature and wherever situated or attempt to do the same in connection with or in any way relating to the Assignment. This restriction does not apply after an Agreement has been made by the Recipient with the Discloser’s Client.
3.2 The Recipient shall not to enter into any agreement with any third party which concerns or is in any way connected with the Assignment, without the prior written agreement of the Discloser.
3.3 The Recipient shall indemnify and keep fully and effectually indemnified the Discloser against any and all loss, consequential loss costs, claims, damages, demands and expenses whatsoever and howsoever arising out of any breach by Recipient of clauses 3.1 and/or 3.2.
3.4 If the Recipient is provided with details of the Assignment, but is already aware of the Assignment via a third party, then, on request by the Discloser, the Recipient agrees to provide the Discloser with documentary evidence demonstrating this within 3 working days.
The Recipient agrees that if any Confidential Information is disclosed or used or threatened to be disclosed or used in breach of this Agreement or if there is a breach of the provisions of clause 3.1-3.4, then the Discloser shall have, in addition to and without prejudice to any other remedies available to it, the right to equitable relief including but not limited to specific performance and injunction.
The Recipient hereby agrees with Discloser:
To indemnify and keep fully and effectually indemnified against all and any loss, consequential loss, costs, claims, damages, demands and expenses whatsoever and howsoever incurred by Discloser as a result of any breach by Recipient of this agreement.
6.1 The Discloser gives no warranty, express or implied, in respect of the Confidential Information.
6.2 Whether or not permission has been given by the Discloser for the Recipient to use the Confidential Information and Recipient undertakes action of or in connection with the Confidential Information the Discloser accepts no responsibility for expenses or losses incurred by Recipient as a result of Recipient’s use of the Confidential Information.
7.1 The obligations of each Party shall, notwithstanding any earlier termination of negotiations or discussions between the Parties in relation to a specific Assignment, continue for the duration of the agreement.
7.2 Termination of this agreement shall not affect any accrued rights or remedies to which the other Party is entitled.
Consequences of Termination
The Recipient and Discloser agree with each other:
8.1 Forthwith on termination of this Agreement howsoever occurring and by whomsoever procure that they shall and any Authorised Person shall, either destroy or forthwith return at the option of the other all documents and other materials in its possession, custody or control incorporating or relating to the Confidential Information and irreversibly delete all electronic copies of any Confidential Information so that no such documents or other materials are in the possession or under the control of any other person.
8.2 On request the Recipient shall produce to the Discloser an unqualified certificate of comprehensive return, destruction or deletion signed by the Recipient.
8.3 Notwithstanding termination of this Agreement for whatever the obligations of confidentiality and non circumvention and all other provisions in this Agreement shall remain in full force and effect.
a) This Agreement is personal to the Parties and may not be assigned in whole or in part or otherwise transferred to any third party without the prior written consent of the other Party.
b) This agreement constitutes the whole agreement between the Parties in relation to its subject matter and supersedes all previous agreements between the Parties relating to its subject matter.
c) Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
d) No variation of this agreement shall be effective unless it is in writing and signed by the parties.
e) Failure to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall preclude or restrict the further exercise of that or any other right or remedy. A party that waives a right or remedy provided under this Agreement or by law in relation to another party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
f) Any notice required to be given under this Agreement shall be in writing and shall be delivered personally, sent by email, or sent by pre-paid first class post or recorded delivery and in either case shall be deemed served on 9am on the second business day following posting or by commercial courier, to the Party required to receive the notice at its address as set out above or as otherwise specified by the relevant Party by notice in writing to the other Party.
g) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the Parties, constitute either Party the agent of the other, nor authorise a Party to make or enter into any commitments for or on behalf of the other Party.
h) This Agreement shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts.
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Signed by Jonathan Fagan Ten-Percent.co.uk Limited
Signed On: January 31, 2019
If you have questions about the contents of this document, you can email the document owner.
Document Name: Non-Disclosure Agreement - Locums
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