Hide NDA

Type	Non-disclosure agreement
Counterparties	MMY GLOBAL LTD incorporated and registered in England & Wales with company number 08706076 whose registered office is at Kemp House, 160 City Road, London, United Kingdom, EC1V 2NX (“Party 1”); The entity whomst representative is registering on the website www.mmyglobal.com, or a subpage thereof, in order to participate in the tendering process.

BACKGROUND

1. Each party wishes to disclose to the other party Confidential Information in relation to the Project.  Each party wishes to ensure that the confidential information in the Confidential Information disclosed to the other party in connection with the Project remains confidential and is not used by the other party for any purpose other than the Permitted Purpose.  
2. In consideration of the benefits to the parties of the disclosure of the Confidential Information in connection with the Project, the parties have agreed to comply with the following terms.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

1. The following definitions and rules of interpretation in this clause apply in this agreement:

“Confidential Information”	has the meaning set out in clause 2.1;
“Disclosing Party”	a party to this agreement which discloses or makes available directly or indirectly Confidential Information;
“Group”	in relation to a company, that company, each and any subsidiary or holding company from time to time of that company, and each and any subsidiary from time to time of a holding company of that company;
“Holding company and subsidiary”	mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee.
“Permitted Purpose”	considering, evaluating, negotiating, advancing and fulfilling the Project;
“Project”	the consulting, development, construction and any other activities for, with and related to Rua al Madinah Company Holding in the Kingdom of Saudi Arabia;
“Recipient”	a party to this agreement which receives or obtains (directly or indirectly) Confidential Information; and
“Representative”	employees, agents, officers, advisers, and other representatives of the Recipient.

1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
2. Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

2. CONFIDENTIAL INFORMATION
   
   
   1. In this agreement, Confidential Information means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party’s Representatives including but not limited to:
      1. the fact that discussions and negotiations are taking place concerning the Project and the status of those discussions and negotiations;
      2. the existence and terms of this agreement;
      3. any information that would reasonably be regarded as confidential relating to:
         1. the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the Disclosing Party, the Disclosing Party’s Group or customers or clients of the Disclosing Party; and
         2. the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of the Disclosing Party’s Group or customers or clients of the Disclosing Party; and
      4. any information or analysis derived from Confidential Information,
         
         but not including any information that:
      5. is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates (except that any compilation of otherwise public information in a form not publicly known shall nevertheless be treated as Confidential Information); or
      6. was available to the Recipient on a non-confidential basis prior to disclosure by the Disclosing Party; or
      7. was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or
      8. the parties agree in writing that it is not confidential or may be disclosed.
         
         
3. OBLIGATIONS OF CONFIDENTIALITY
   
   
   1. The Recipient shall keep the Disclosing Party’s Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall:
      1. not use or exploit the Confidential Information in any way except for the Permitted Purpose; 
      2. not directly or indirectly disclose or otherwise make available any Confidential Information in whole or in part to any third party, except as expressly permitted by this agreement or the written agreement of the Disclosing Party; 
      3. not copy, reverse engineer, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Permitted Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party);
      4. not use, reproduce, transform, or store the Confidential Information in an externally accessible computer or electronic information retrieval system or transmit it in any form or by any means whatsoever outside of its usual place of business; 
      5. apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; 
   2. The Recipient shall inform the Disclosing Party immediately on becoming aware, or suspecting, that Confidential Information has been disclosed to, or otherwise obtained by, an unauthorised third party. 
   3. MMY Global may disclose the Disclosing Party’s Confidential Information to those who need to know this Confidential Information for the Permitted Purpose, provided that:
      1. it informs them of the confidential nature of the Confidential Information before disclosure; and
      2. it ensures that they shall, in relation to any Confidential Information disclosed to them, comply with this agreement as if they were the Recipient,
         
         and it shall at all times be liable for the failure of any Representative to comply with the terms of this agreement.
         
         
   4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 3.4, it takes into account the reasonable requests of the other party in relation to the content of this disclosure.
4. The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use.
5. No party shall make, or permit any person to make, any public announcement concerning this agreement, the Permitted Purpose, the Project or its prospective interest in the Project without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any court or other authority of competent jurisdiction. No party shall make use of the other party’s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other party.

4. RETURN OF INFORMATION

1. At the request of the Disclosing Party at any time by notice in writing, the Recipient shall:
   1. destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information;
   2. erase all the Disclosing Party’s Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and
   3. certify in writing to the Disclosing Party that it has complied with the requirements of this clause, provided that a Recipient may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Recipient to keep evidence that it has performed its obligations under this agreement. The provisions of this agreement shall continue to apply to any documents and materials retained by the Recipient.

5. RESERVATION OF RIGHTS AND ACKNOWLEDGEMENT
   
   
   1. Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.
   2. All Confidential Information shall remain the property of the Disclosing Party. Each party reserves all rights in its Confidential Information. No rights, including, but not limited to, intellectual property rights, in respect of a party’s Confidential Information are granted to the other party and no obligations are imposed on the Disclosing Party  other than those expressly stated in this agreement.
   3. Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information, or the accuracy or completeness of the Confidential Information.
   4. The Recipient acknowledges that damages alone would not be an adequate remedy for the breach of any of the provisions of this agreement. Accordingly, without prejudice to any other rights and remedies it may have, the Disclosing Party shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this agreement.
      
      
6. GENERAL
   
   
   1. All notices under this agreement shall be sent to the parties’ address set out above by post or by hand.
   2. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
   3. No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives). 
   4. Except as otherwise provided in this agreement, no party may assign, sub-contract or deal in any way with, any of its rights or obligations under this agreement or any document referred to in it. 
   5. A person who is not a party to this agreement shall not have any rights under or in connection with it. 
      
      
7. GOVERNING LAW AND JURISDICTION
   
   
   1. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
   2. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).   Nothing in this clause shall prevent a party from seeking injunctive relief in any jurisdiction whatsoever. 

This agreement has been entered into on the date stated at the beginning of it.

SIGNED by DIRECTOR for and on behalf of Party 1

……………………………………..Robin Bartram Brown, Managing Director of MMY

SIGNED by an employee or director for and on behalf of Party 2 by means of checking the checkbox on the registration form on www.mmyglobal.com or a subpage thereof.