Non-Disclosure Agreement (NDA)

THIS AGREEMENT is made the date that the ambassador application form is submitted (“Effective Date”), by and between Quoc Pham Ltd, email: sales@quocpham.com; with its principal place of business located at 64 Southwark Bridge Road, SE1 0AS London, United Kingdom (“Disclosing Party”) and the person submitting the ambassador application form with Name, E-mail and Physical Address specified in the form  (the “Recipient”), each a “Party” and together the “Parties”.

The Parties have agreed to comply with the following terms with the use and disclosure of Confidential Information of the Disclosing Party by the Recipient.

 

DEFINITIONS

“Confidential Information” means information in whatever form and whether or not such information is marked confidential, disclosed or made available, directly or indirectly, to the Recipient, relating to the business, products, affairs, finances, intentions, market opportunities, directors, employees, officers, shareholders, management, contractors, consultants, agents, suppliers, distributors, manufacturers, retailers, customers or clients, or any potential third party relationships of the Disclosing Party for the time being confidential to the Disclosing Party and trade secrets including, without limitation, technical data, business methodologies, finance, prices and know-how relating to the business of the Disclosing Party or any of its business contacts, including any intellectual property, web logins, user access information, database content, electronic information, registered user lists, third party relationship lists, client lists, customer lists, financial agreements, commissions, costs, product specifications, manufacturing processes and information, internal business operations, business plans and strategies, marketing plans and information, development plans, processes, designs, other plans, any information received from others that the Disclosing Party is obligated to treat as confidential. For the avoidance of doubt, all information provided by the Disclosing Party, including the terms of this Agreement, shall be Confidential Information unless otherwise advised by the Disclosing Party;

“DPA” means the Data Protection Act 1998;

“Proceedings” means any dispute, controversy, suit, action, proceedings or claim arising out of or in any way in connection with this Agreement (including non-contractual disputes or claims);


OBLIGATIONS OF THE RECIPIENT

      1. The Recipient acknowledges that upon entering into this Agreement, they will have access to Confidential Information. The Recipient has agreed to accept the restrictions in this Agreement.

      2. The Recipient shall not either during this Agreement or after the its termination, disclose or make available Confidential Information other than permitted by this Agreement. This restriction does not apply to:

(a) any use or disclosure authorised in writing by the Disclosing Party;

(b) any use or disclosure required by law, provided the Recipient provides the Disclosing Party with as much prior notification as possible, so far as is lawful and practical

   3. The Recipient shall take reasonable security precautions and exercise a degree of care to the Confidential Information.

4. The Recipient will notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information.

5. All Confidential Information remains the property of the Disclosing Party.  

 

RETURN OF INFORMATION AND ANNOUNCEMENETS

Within 5 days of termination, and when requested by the Disclosing Party, the Recipient shall:

(a)        return all originals, copies, reproductions, studies, plans, summaries and any other recording which contains Confidential Information to the Disclosing Party;    

(b)        shall expunge any Confidential Information from any magnetic or optical disk or memory on computers systems or otherwise

 

DATA PROTECTION

1. The Recipient hereby agrees to ensure to obtain the necessary authorisations and consents from its employees for the Disclosing Party to hold data relating to the Recipient’s employees and in particular for the processing of any “sensitive personal data” (defined in the DPA) relating to the Recipient’s employees.

2. Both Parties agree to comply with the DPA in relation to the storage and use of personal data.

RESERVATION OF RIGHTS

1. The Disclosing Party reserves all rights in its Confidential Information. In particular, nothing in this Agreement shall be construed or implied as obliging the Disclosing Party to disclose any specific type of information under this Agreement, whether Confidential Information or not.

2. The Disclosing Party shall be entitled to equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.

 

TERM AND TERMINATION    

1. If either Party decides to cease, it shall notify the other Party in writing immediately. The obligations of each Party shall continue for a period of 5 years from the termination of this Agreement. Termination of this Agreement shall not affect any rights or remedies to which the Disclosing Party is entitled.    

 

NOTICES

1. Any notice or other communication shall be sent by email to the email addresses below:

(a)     Disclosing Party: sales@quocpham.com

(b)     Recipient: [RECIPIENT’S EMAIL AS SPECIFIED IN THE APPLICATION FORM]

 

ENTIRE AGREEMENT, WAIVERS AND REMEDIES

1. This Agreement constitutes the entire agreement between the Parties and supersedes and all prior agreements, between the Parties. Each Party agrees to perform such duties and only such duties as are specifically set forth in this Agreement.

 

2. No failure or delay on the part of a Party to exercise any right or remedy under this Agreement or by law shall operate as a waiver. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.   

 

GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of England and Wales. The Parties agree that the English courts shall have exclusive jurisdiction to determine any Proceedings.

IN WITNESS WHEREOF, the Recipient has caused this Agreement to be executed by its duly authorized officer as of the date and year indicated above.

 

RECIPIENT

Name: ___[the same name as specified in the ambassador application form]___

Signature: ___[Once the ambassador application form is submitted, the NDA form is regarded as being effectively signed and agreed by the applicant ]___