MUTUAL NON-DISCLOSURE AGREEMENT
Note: This is a standard template; the final agreement will be tailored to the specific customer and agreed terms.
THIS AGREEMENT is made on [DATE] between:
(1) INTEGRATED RETAIL PTE LTD, incorporated in Singapore (UEN 200602440C), of 26 Sin Ming Lane, #04-114, Midview City, Singapore 573971 ("IR"); and
(2) [CUSTOMER LEGAL NAME], incorporated in [COUNTRY] (registration number [REG. NO.]), of [REGISTERED ADDRESS] (the "Customer"),
each a "Party" and together the "Parties".
IR supplies software and technology solutions and related services to retail and consumer businesses. The Parties wish to exchange information so that IR may assess the Customer’s requirements and propose, deliver, support and extend such solutions for the Customer (the "Purpose"). This Agreement sets out how each Party will protect the information the other discloses to it for the Purpose. It applies equally to both Parties.
1. CONFIDENTIAL INFORMATION
1.1 "Confidential Information" means any information, in any form, disclosed by one Party (the "Discloser") to the other (the "Recipient") in connection with the Purpose, which is identified as confidential or which a reasonable person would understand to be confidential. It includes each Party’s business, commercial, financial, technical and operational information, its systems, software, configurations, credentials and data, its pricing and terms, and the existence and contents of this Agreement.
1.2 "Representatives" means a Party’s employees, officers, group companies, branches and offices in any country, and its advisers, contractors and subcontractors, in each case involved in the Purpose.
2. OBLIGATIONS
2.1 The Recipient shall keep the Confidential Information confidential, use it only for the Purpose, and protect it with at least reasonable care and appropriate security measures.
2.2 The Recipient may disclose Confidential Information to its Representatives who need it for the Purpose, provided they are bound by confidentiality obligations no less protective than these. The Recipient remains responsible for their compliance.
2.3 The Recipient may disclose Confidential Information where required by law, a court or a regulator, giving the Discloser prior notice where lawful and practicable and disclosing only what is required.
2.4 The Recipient shall notify the Discloser without undue delay if it becomes aware of any unauthorised use, access or disclosure of the Confidential Information.
3. WHAT IS NOT COVERED
3.1 These obligations do not apply to information which the Recipient can show: (a) it already lawfully held free of any obligation of confidence; (b) is or becomes public other than through a breach; (c) it lawfully received from a third party without restriction; or (d) it developed independently without using the Discloser’s Confidential Information.
4. HOW LONG THIS LASTS
4.1 This Agreement takes effect on the date above and continues until either Party ends it by giving thirty (30) days’ written notice. No renewal or other action is needed to keep it in force.
4.2 For each item of Confidential Information, the obligations in this Agreement last for three (3) years from the date that item was disclosed, and continue to apply after this Agreement ends. Trade secrets remain protected for as long as they remain trade secrets, and personal data for as long as the Recipient holds it.
5. RETURN AND DELETION
5.1 On the Discloser’s written request, or when this Agreement ends, the Recipient shall return or securely destroy the Confidential Information and confirm in writing that it has done so. The Recipient may keep copies it is required to keep by law or which remain in routine backups; those copies stay subject to this Agreement.
6. PERSONAL DATA
6.1 Where Confidential Information includes personal data, each Party shall comply with applicable data protection law. The Discloser shall disclose only the personal data necessary for the Purpose and shall have a lawful basis for doing so. The Recipient shall use it only for the Purpose and keep it secure.
6.2 Any processing of personal data by IR in the course of delivering a solution to the Customer shall be governed by a separate data processing agreement.
7. NO RIGHTS OR COMMITMENTS CREATED
7.1 Confidential Information remains the Discloser’s property. No licence or other right in it, or in any intellectual property, is granted except the right to use it for the Purpose. Confidential Information is provided "as is", with no warranty as to its accuracy or completeness.
7.2 This Agreement does not require either Party to disclose anything, to proceed with any transaction, or to refrain from doing business with anyone else, and does not create any partnership or agency between them.
7.3 Where the Parties sign a further agreement for the supply of solutions or services which contains its own confidentiality terms, those terms apply to information disclosed under it and this Agreement continues to apply to everything else.
8. USE OF NAMES
8.1 Neither Party shall announce this Agreement or the Purpose publicly, or use the other Party’s name or logo in any publicity, without the other Party’s prior written consent. Consent need only be given once and then covers later use of the same kind, until withdrawn by written notice.
8.2 Optional: the Customer [ GRANTS / DOES NOT GRANT ] consent for IR to identify it by name and logo as a customer of IR. If left blank, consent is not given.
9. REMEDIES
9.1 Damages alone may not be an adequate remedy for a breach of this Agreement, and either Party may seek injunctive or other equitable relief for an actual or threatened breach, in addition to any other remedy.
10. GENERAL
10.1 Notices shall be in writing, sent to the recipient Party’s registered address above or by email to its usual business contact, and are effective on acknowledgement of receipt.
10.2 This Agreement is the entire agreement between the Parties on its subject matter. It may only be varied in writing signed by both Parties, and neither Party may assign it without the other’s consent, except to a group company or a successor to its business.
10.3 If any provision is unenforceable, it shall apply with the minimum modification necessary or be deleted, and the rest of this Agreement continues in force. A delay in enforcing a right is not a waiver of it. No one other than the Parties may enforce this Agreement.
10.4 This Agreement may be signed in counterparts, and signatures sent electronically or applied by electronic signature are valid and binding.
10.5 This Agreement is written in English. Where local law requires a local-language version, the Parties shall sign a bilingual version and the English version prevails so far as the law allows.
11. GOVERNING LAW
11.1 This Agreement is governed by the laws of Singapore, and the Parties submit to the exclusive jurisdiction of the Singapore courts, except that either Party may seek interim relief in any competent court.
Signed by duly authorised representatives of the Parties:
For and on behalf of IR
INTEGRATED RETAIL PTE LTD
Signature
Name
Title
Date
For and on behalf of the Customer
[CUSTOMER LEGAL NAME]
Signature
Name
Title
Date