NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE, NON-USE & NON-CIRCUMVENTION AGREEMENT
This Non-Disclosure, Non-Use and Non-Circumvention Agreement ("Agreement") is entered into as of the date signed below between R3D Limited, a company incorporated in England and Wales ("R3D" or "Disclosing Party"), and the undersigned individual or entity ("Recipient").
WHEREAS, R3D wishes to disclose certain Confidential Information to the Recipient solely for the purpose of enabling the Recipient to evaluate SYNCOPE for potential use in their engineering programmes ("Permitted Purpose"); and
WHEREAS, the Recipient agrees to receive and hold such information in strict confidence on the terms set out below;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. CONFIDENTIAL INFORMATION
1.1 "Confidential Information" means all information, data, documents, materials, and know-how disclosed by R3D to the Recipient, whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation:
(a) technical information: source code, software architecture, algorithms, AI agent designs, product roadmaps, engineering designs, specifications, prototypes, and research and development materials;
(b) commercial information: business strategies, pricing, customer lists, supplier relationships, partnership arrangements, and market analyses;
(c) financial information: financial statements, projections, funding details, and investor information;
(d) operational information: internal processes, systems, personnel details, and organisational structure;
(e) intellectual property: all patentable and unpatentable inventions, designs, trade secrets, know-how, and any related documentation, including patent filings and applications in preparation;
(f) any other information that R3D identifies as confidential at the time of disclosure or within 30 days thereafter.
1.2 Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes publicly available through no act or omission of the Recipient; (b) was already known to the Recipient at the time of disclosure without restriction; (c) is independently developed by the Recipient without use of or reference to the Confidential Information; or (d) is received from a third party without restriction and without breach of any obligation of confidentiality.
2. OBLIGATIONS OF CONFIDENTIALITY, NON-USE AND NON-CIRCUMVENTION
2.1 The Recipient agrees to:
(a) NON-DISCLOSURE: Not disclose, distribute, publish, or otherwise make available any Confidential Information to any third party without R3D's prior written consent;
(b) NON-USE: Not use the Confidential Information for any purpose other than the Permitted Purpose. The Recipient shall not use the Confidential Information to develop, directly or indirectly, any product, service, or business that competes with or replicates R3D's business or technology;
(c) NON-CIRCUMVENTION: Not directly or indirectly bypass, compete with, or circumvent R3D's business operations, partners, suppliers, or clients. The Recipient shall not contact, solicit, or enter into any agreement with any party introduced or identified through the Confidential Information without R3D's prior written consent;
(d) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care;
(e) limit access to the Confidential Information to those of its employees, officers, advisers, or legal counsel who have a genuine need to know for the Permitted Purpose and who are bound by obligations of confidentiality no less restrictive than those contained in this Agreement;
(f) immediately notify R3D in writing upon becoming aware of any actual or suspected unauthorised disclosure, loss, or misuse of Confidential Information;
(g) not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of any software or technical materials forming part of the Confidential Information.
3. LEGALLY COMPELLED DISCLOSURE
If the Recipient is required by law, regulation, court order, or governmental authority to disclose any Confidential Information, the Recipient shall: (a) provide R3D with prompt written notice prior to such disclosure, where legally permissible, so that R3D may seek a protective order or other appropriate remedy; (b) disclose only that portion of the Confidential Information that is legally required to be disclosed; and (c) use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
4. BREACH AND REMEDIES
4.1 The Recipient acknowledges that any breach or threatened breach of this Agreement would cause R3D immediate, irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any actual or threatened breach, R3D shall be entitled, without prejudice to any other rights or remedies available at law or in equity, to seek: (a) immediate injunctive relief and specific performance; (b) liquidated damages in the amount of £50,000 per breach, in addition to any actual damages proven; (c) recovery of all costs and expenses (including reasonable legal fees); and (d) immediate termination of access without liability to R3D.
5. OWNERSHIP AND NO LICENCE
Nothing in this Agreement shall be construed as granting the Recipient any licence, right, title, or interest in or to any Confidential Information, or any intellectual property rights of R3D. All Confidential Information remains the sole and exclusive property of R3D.
6. RETURN OR DESTRUCTION OF INFORMATION
Upon R3D's written request, the Recipient shall promptly return or permanently destroy all Confidential Information in any form, including all copies, extracts, and summaries thereof.
7. TERM
This Agreement shall remain in effect for five (5) years from the date of signing. Obligations regarding trade secrets and intellectual property shall continue indefinitely.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of England and Wales. Any disputes shall be resolved by arbitration under the rules of the London Court of International Arbitration (LCIA), seated in London, conducted in English.
BY SIGNING BELOW, THE RECIPIENT CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.