Please complete the online form with your details to confirm you agree to NDA.

NON-DISCLOSURE AGREEMENT (NDA)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (“Agreement”) is made and entered into on the date of acceptance by the parties as set out below.

Disclosing Party: Extratex Ltd, UK (“Disclosing Party”) Receiving Party: [Name of individual or company] with a mailing address of [Address] (“Receiving Party”)

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. In the event that this Agreement is altered, terminated or cancelled for any reason, the obligations of confidentiality outlined in this Agreement shall remain in effect and binding on the receiving party indefinitely, regardless of the termination or cancellation of this Agreement. The confidentiality provisions of this agreement shall remain in effect for a period of nineteen (19) years from the date of termination or expiration of this agreement. The parties acknowledge and agree that any disclosure or use of Confidential Information in violation of this Agreement may cause irreparable harm to the disclosing party and that such party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

The parties further acknowledge and agree that any breach of this Agreement by the receiving party may result in the unauthorised disclosure or use of proprietary and confidential information of the disclosing party, and that such unauthorised disclosure or use may cause irreparable harm to the disclosing party. Both parties agree that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

The parties acknowledge that this Agreement does not grant either party any rights, implied or otherwise, to the other party’s technology or intellectual property.
The parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.

Modifications and amendments to this Agreement must be in writing and signed by both parties.
The parties agree that any notice or communication required or permitted under this Agreement shall be in writing and delivered personally, by commercial overnight courier with written verification of receipt, or by certified or registered mail, return receipt requested, and shall be deemed given: (i) upon personal delivery; (ii) five (5) business days after having been sent by commercial overnight courier; or (iii) ten (10) business days after having been sent by certified or registered mail, as the case may be.”

  1. Purpose: The purpose of this Agreement is to prevent the unauthorised disclosure of Confidential Information as defined below.
  2. Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, including but not limited to trade secrets, technical data, business plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other proprietary or confidential information disclosed.
  3. Non-Circumvention: The Receiving Party shall not use the Confidential Information to circumvent or compete with the Disclosing Party.

Extratex Ltd, (Trade mark: Active Kinetic 1) Copyright 2023.

  1. Exclusions: The Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
  2. Obligations of the Receiving Party: The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as required and shall require those persons to sign confidentiality agreements containing provisions at least as protective as those in this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it in writing.
  3. Time Period: The confidentiality provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
  4. Relationship: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
  5. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible to effect the intent of the parties.
  6. Integration: This Agreement expresses the complete understanding of the parties, including the notice of immunity provided in item 9, the non-circumvention clause in item 10, the governing law stated in item 11, and the confirmation of receipt and understanding by the Receiving Party in item 12. In witness thereof, the parties have executed this Agreement through their authorised representatives, including the Disclosing Party, Receiving Party, Qualified Named Person, and any other necessary parties as listed in item 12.
  7. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
  8. Non-circumvention. The Receiving Party shall not use the Confidential Information to circumvent or compete with the Disclosing Party. Any such use will be considered a material breach of this Agreement.
  9. Governing Law. This Agreement shall be governed by the laws of the United Kingdom.

Extratex Ltd, (Trade mark: Active Kinetic 1) Copyright 2023.

  1. Confirmation. The Receiving Party confirms that they have received a copy of this Agreement, have read and understood it, and agree to be bound by its terms and conditions.
  2. Amendment or Modification: This Agreement may be amended or modified by the written agreement of both parties. Any amendment or modification to this Agreement must be in writing and signed by authorised representatives of both parties. In the event of a proposed amendment or modification, the Disclosing Party shall provide written notice to the Receiving Party outlining the proposed changes and the reasons for them. The Receiving Party shall have 30 days to review and provide written comments or objections to the proposed amendment or modification. If the Receiving Party objects to the proposed amendment or modification, the parties shall meet and negotiate in good faith to resolve the objections. If the parties are unable to reach agreement on the amendment or modification, the Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Agreement through their authorised representatives.

DISCLOSING PARTY:

Name: Mr A A Karim Title: Managing Director Extratex Ltd

Year: 2023

RECEIVING PARTY: Name (Full Printed Name): Title:
Date:

Sign:

QUALIFIED NAMED PERSON: Name:
Title:
Date:

Sign:

OTHER PARTIES: (Please add more others as necessary) Name:
Title:
Date:

Sign:

Extratex Ltd, (Trade mark: Active Kinetic 1) Copyright 2023.

Please return by email (info@ak1.co), Post (request address) or please complete the online form with your details to confirm you agree to the Non Disclosure Agreement.