Brother Against Brother
Thanks for your interest in becoming a beta tester for Brother Against Brother
As we will be sending you confidential files and information, to participate in the beta test you have to agree to the non disclosure agreement below. If you do not, unfortunately we wont be able to send you the files and you will not be able to participate. To agree to the NDA and be included in the beta test click the button at the bottom of this page, underneath the agreement.
Confidentiality & Non Disclosure Agreement
This Agreement is entered into and is effective immediately by and between Slitherine Software UK Ltd, a company incorporated under the laws of the United Kingdom) and the Beta Tester Applicant.
The Beta Tester Applicant will be given access to Confidential Information which is the property of Slitherine Software UK Ltd.
In this Agreement, the party disclosing such information shall be referred to as the "Disclosing Party" and the party receiving such information shall be referred to as the "Receiving Party".
IT IS AGREED AS FOLLOWS:
In this Agreement, unless the context otherwise requires, "Confidential Information" shall mean all information and material whether commercial, financial, technical, creative or otherwise, including without limitation all secret or confidential information, of or relating to the Disclosing Party or its affiliates, suppliers and customers in whatever form supplied, together with detail of programs, software, business methods and systems, customer lists, contact information, all analyses, compilations, data, studies, the method of presentation, look and feel of presentation, or other documents prepared by the Disclosing Party and all such information, data or material prepared by the Receiving Party which are derived from or in connection with such information, data or material or which contain or are based in whole or in part upon such information and material.
- The Receiving Party acknowledges that the Confidential Information is a valuable, special and unique asset belonging to the Disclosing Party. The Receiving Party agrees to keep the Confidential Information of the Disclosing Party strictly confidential and save as expressly permitted under this Agreement not to disclose such Confidential Information to any other person, firm, corporation, association or other entity for any reason or purpose whatsoever.
- The Receiving Party agrees that it shall not copy, utilize, employ, exploit or in any other manner whatsoever use the Confidential Information without the written consent of the Disclosing Party.
All Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the property of the Disclosing Party and the Receiving party acknowledges that all rights, including copyright, data and trade secret protection and all other intellectual and industrial property rights, therein shall remain the property of the Disclosing Party and disclosure of the Confidential Information shall not be deemed to confer any rights to that Confidential Information on the Receiving Party.
STANDARD OF CARE
The Receiving Party agrees that it shall protect the Confidential Information of the Disclosing Party by storing and handling the Confidential Information in a secure manner, to prevent unauthorized disclosure.
RETURN OF CONFIDENTIAL INFORMATION
The Receiving Party shall ensure that:
- Any Confidential Information disclosed pursuant to the terms of this Agreement and any copies thereof in whatever medium shall be returned or destroyed (upon the request of the Disclosing Party and as the Disclosing Party shall direct) and shall provide (when requested by the Disclosing Party) a written statement to the effect that upon such return or destruction the Receiving Party has not retained in its possession or under its control, either directly or indirectly, any Confidential Information or copies thereof in any form and that all copies thereof in any form and that all copies thereof in any electronic storage medium have been deleted, and the Receiving party shall comply with any such request within seven (7) days of receipt of such request; and
- Any part of the Confidential Information which consists solely of analyses, compilations, studies or other documents prepared by or for the Receiving Party will be destroyed by request of the Disclosing Party, and on request by the Disclosing Party such destruction will be confirmed by the Receiving Party in writing.
- The obligations of confidentiality set out in clauses 2 and 4 of this Agreement shall not apply to any Confidential Information that:
- is the possession of the Receiving Party prior to receipt from the Disclosing Party as evidenced by its records;
- is or becomes publicly known or is available to a third party, otherwise than as a consequence of a breach of this Agreement;
- is disclosed by the Receiving Party to satisfy the legal demand of a competent court of law or government body, provided that the Receiving Party shall advise the Disclosing Party prior to disclosure so that the Disclosing Party has an opportunity to defend, limit or protect against such disclosure, and provided the Receiving Party will disclose only that portion of the Confidential Information which is legally required to be disclosed and the Receiving Party will exercise its reasonable efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information required to be disclosed; or
- Except as provided above, the obligations of clauses 2,3,4 and 5 of this Agreement shall survive the completion of the Business Purpose or the termination for whatever reason of this Agreement unless otherwise agreed by the parties in writing.
REPRESENTATIONS AND WARRANTIES
Each party represents that it has full power and authority to enter into and perform this Agreement. The Disclosing Party warrants that the Confidential Information has not been provided in breach of any other agreements with third parties. The Receiving Party acknowledges that the Disclosing Party makes no representation or warranty as to the accuracy of completeness of the Confidential Information.
- The Receiving Party agrees fully and effectively to indemnity and keep the Disclosing Party indemnified from any losses, damages, claims, liabilities, costs or expenses (including legal fees) arising directly or indirectly from any breach of its obligations hereunder.
- The Receiving Party agrees that in addition to monetary damages for a breach by it of the provisions of this Agreement that the Disclosing Party shall be entitled to specific performance, injunction or other equitable relief as further remedy for such breach.
ENTIRE AGREEMENT AND SEVERABILITY
- This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the parties, whether written or oral.
- If any term or provision of this Agreement shall be held by any judicial, arbitral, regulatory or other public authority of competent jurisdiction to be invalid, illegal or unenforceable in any respect, it will be to that extent omitted and the validity or enforceability of the remainder of this Agreement shall not be affected.
All notices, demands or other communications under this Agreement shall be given or made in writing and shall be delivered personally or sent by facsimile copy, e-mail or by registered mail, addressed to the party to whom they are directed at the address set out herein or at such other address as may be designated in writing. Any notice, demand or other communication is given or made personally shall be deemed to have been received on delivery and if given or made by registered mail shall be deemed to have been received seven (7) days after the date of mailing.
- Each party to this Agreement shall execute and deliver such other documents and do such other acts and things as may be necessary or desirable to carry out the terms, provisions and purposes of this Agreement.
- No amendment, modification or waiver of any provisions of this Agreement shall be effective unless made in writing and signed by the parties to this Agreement or their duly authorized representatives.
- The failure to enforce at any time or for any period any one or more of the provisions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
- Headings are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement.
- This Agreement may be executed in counterparts, all of which shall constitute one agreement, and each such counterpart shall be deemed to have been made, executed and delivered on the date set out at the head of this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of the England, and its terms shall be enforced in a court of competent jurisdiction in England.