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THIS NON-DISCLOSURE AGREEMENT is made on [The Date] (the “Effective Date”),

BETWEEN:

1) [P.A Name] of [P.A Address] and

2) [Client Name] of [Client Address] .

The parties set forth in 1-2 are hereinafter jointly referred to as the “Parties” and individually as a “Party”.

WHEREAS:
For the purpose of entering into a contractual relationship concerning the provision of certain personal assistant (P.A) services as further set out in the respective communications between the Parties, whether in digital or print (the “Purpose”). [Client Name] may disclose certain Confidential Information to [P.A Name]. The Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.

1. DEFINITIONS
1.1. Confidential Information’ means all information of a confidential nature (in whatever form) which relates to the Purpose and is received or acquired (whether directly or indirectly) by [P.A Name] including: i) any Customer Data including without limitation, names and addresses telephone numbers and email addresses and the like, obtained by [P.A Name]; ii) any know-how, proprietary, financial, commercial, technical, tactical or strategic information of any kind; iii) all information produced, developed or derived from information disclosed pursuant to [P.A Name] services to [Client Name] and this Agreement; and iv) all information agreed to be, or marked as, confidential;
1.2. Confidential Information also includes Trade secrets, as defined under the UK’s Trade Secrets (Enforcement, etc) Regulations 2018 (SI 2018/597), Directive (EU) 2016/943 and the WTO Agreement on Trade-Related Aspects of Intellectual Property Rights, which by their nature: i) are secret and being not generally known, ii) have because of their secrecy commercial value, and iii) have been subject to reasonable steps to keep their secrecy.
1.3. However, information shall not be considered as Confidential Information if [Client Name] expressly declares it to be non-confidential.

2. INTERPRETATION
2.1. In this Agreement, unless the context indicates a contrary intention:
2.1.1. references to clauses are, unless otherwise stated, references to clauses of this Agreement;
2.1.2. references to this Agreement are to this Agreement as amended from time to time;
2.1.3. where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
2.2. Words denoting the singular include the plural and vice versa; words denoting the masculine, feminine and neuter genders shall indicate other genders; words denoting persons include natural persons, bodies corporate and statutory bodies.
2.3. The headings to the clauses are for convenience only and shall not affect their interpretation.
2.4. This Agreement or any provision thereof shall not be construed adversely against a Party because that Party prepared or drafted it or is seeking to rely on it.

3. CONFIDENTIALITY UNDERTAKING
3.1. [P.A Name] undertakes to:
3.1.1. keep secret and hold in confidence any Confidential Information;
3.1.2. not, without the written consent of [Client Name], use the Confidential Information for any purpose other than the Purpose, or such other purpose as may be agreed upon in writing between the Parties;
3.1.3. take all steps necessary to prevent Confidential Information from being disclosed or delivered to any other person or associate other than another P.A with an NDA agreement signed with the same client who is directly concerned with the Purpose;
3.1.4. see to it that all persons who receive Confidential Information on behalf of [P.A Name] are duly notified of this obligation of confidentiality. However, such notice will not disclaim [P.A Name] from responsibility for the person or associate in question or otherwise under this Agreement;
3.1.5. not make any record or copy of any drawing, description, specification, or other document or other disclosure or embodiment of the Confidential Information without the prior written consent of [Client Name]; and
3.1.6. not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying, the Confidential Information.

4. PERMITTED DISCLOSURE
4.1. The confidentiality undertaking set forth in Clause 3 above shall not apply to any Confidential Information that [P.A Name] can establish:
4.1.1. is or becomes available to the public other than as a result of a disclosure by [P.A Name] in breach of this Agreement or any confidentiality undertaking;
4.1.2. was available to [P.A Name] on a non-confidential basis prior to its disclosure to [P.A Name];
4.1.3. has been developed independently of [Client Name]’s Confidential Information; or
4.1.4. that it is required to disclose by law or by the rules of any regulatory body to which [P.A Name] is subject, provided that it provides reasonable prior notice to [Client Name], unless a court prohibits such notice.

5. RETURN OF CONFIDENTIAL INFORMATION
[P.A Name] shall comply promptly with any written request from [Client Name] to, and shall in any event upon termination of the Agreement, destroy or return all of [Client Name]’s Confidential Information (including, without limitation, all copies, summaries and extracts of such Information) then in [P.A Name]’ control, power or possession, except to the extent that the same form part of: i) the permanent records of [P.A Name] which it is bound by law or regulatory requirement to preserve and/or ii) any electronic records which are customarily backed up in the normal course of [P.A Name]' business, in which event [P.A Name] may retain such Confidential Information in strictest confidence and shall make no further use of the Confidential Information.

6. TERM
This Agreement shall become effective on the day it has been duly signed by both Parties (the “Effective Date”) and shall remain in force for three years from the date on which the final piece of Confidential Information was disclosed. The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Purpose prior to the Effective Date.

7. INDEMNITY
7.1. [P.A Name] shall indemnify and hold harmless [Client Name] and its Representatives against any and all claims, losses, damages, costs or expenses arising out of or in connection with [P.A Name]’ (for avoidance of doubt, including without limitation [P.A Name]’ Representatives) failure to abide by its obligations, or negligence or other wrongful actions or omissions, with respect (or in any way related to) this Agreement, including without limitation any governmental action or proceeding arising out of such conduct. The total liability of [P.A Name] to [Client Name] in respect to the foregoing, shall in no circumstances exceed the value of the contract as set out in the Service Agreement and further provided for in [P.A Name]’ offer, for the entire term of this agreement.
7.2. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement and [Client Name] shall be entitled to an injunction or injunctions (without the proof of actual damages) to prevent breaches or threatened breaches of this Agreement and to compel specific performance of this Agreement, without prejudice to any other rights or remedies available to [Client Name] at law or in equity.

8. NO WARRANTY
8.1. [P.A Name] acknowledges that [Client Name] does not accept responsibility or liability (or make any representation, statement or expression of opinion or warranty, express or implied) with respect to:
8.1.1. the accuracy, completeness or any other qualities of the Confidential Information; or
8.1.2. as to whether [Client Name] has any rights to use, disclose or grant rights in the Confidential Information or whether such use or disclosure will infringe the rights of any third party, unless and until such representation, statement or expression of opinion or warranty is expressly incorporated in writing into a separate agreement executed between [Client Name] and [P.A Name].

9. PERSONAL DATA
9.1. If Confidential Information hereunder includes Personal Data, [P.A Name] shall comply with the UK’s Data Protection Act (“DPA”) and the EU’s General Data Protection Regulation (“GDPR”), and not by any act or omission put [Client Name] in breach of the applicable Privacy Provisions in connection with any Personal Data.
9.2. In addition to its obligations in the previous sentence, [P.A Name] shall: i) ensure that appropriate technical and organizational measures are in place to protect any such Personal Data against unauthorized or unlawful processing and against accidental loss, destruction or damage; ii) provide full cooperation and assistance to [Client Name] in allowing Data Subjects to have access to that Personal Data and/or to ensure that the Personal Data is deleted or corrected if it is incorrect; and iii) not transfer Personal Data without ensuring that an adequate level of protection is in place in respect of it pursuant to the requirements of the applicable privacy provisions as specified in Clause 9.1 above.

10. ELECTRONIC SIGNATURES
Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: i) Checking a box or a ‘click to accept’ button; or ii) Typing a name; or iii) Pasting an image of a signature; or iv) Drawing a name or initial with a stylus or by hand on a touchpad; and v) Electronically signing using an available third-party software application.

11. OTHER IMPORTANT TERMS
11.1. All notices shall be given by e-mail. Such notice will be deemed received, the day of sending if the notice is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
11.2. No variation of this Agreement or amendment to this Agreement shall be valid unless agreed in writing and signed by both Parties.
11.3. Failure by either party to enforce any provision of this Agreement shall not be deemed to be a waiver of future enforcement of that or any other provision.
11.4. No one other than a party to this agreement has any right to enforce any of its terms.
11.5. This Agreement represents the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings between the parties.
11.6. If a dispute, controversy, or claim arises out of or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation, or a similar dispute resolution service. If the Parties are unsuccessful at resolving the dispute through mediation, the Parties agree to arbitration, or a similar dispute resolution service. Judgment on the Award may be entered in any court having jurisdiction. Any Party, before or during any arbitral proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.
11.7. Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
11.8. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its choice of law provisions.

THIS AGREEMENT has been duly executed the day and year first before written.


_______________________________________________________
SIGNED by [P.A Name]


_______________________________________________________
SIGNED by [Client Name]