NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT (NCNDCA)


This Non-disclosure and Confidentiality Agreement (the "Agreement") is made and Effective from 31 October 2020


BETWEEN THE PARTIES AS FOLLOWS:


  1. Jaswinder Singh Sira of Fountain Capital Ltd ("The Agency") of 50 Island Rd, Handsworth, Birmingham, B21 8NR.

    All fields here are compulsory and must be completed in full.

  2. YOUR NAME: .................................................

    COMPANY NAME: .................................................

    ADDRESS: .................................................

    TEL: . .................................................

    This section only needs to be completed by secondary agents.

  3. YOUR NAME: .................................................

    COMPANY NAME: .................................................

    ADDRESS: .................................................

    POSTAL CODE: .................................................

    TEL: . .................................................

    EMAIL ADDRESS: . .................................................

    The Buying/Selling Agent/ Admin agent/ Secondary agent and their parties”) Please also sign page 5

Hereinafter “the parties”


RECITALS

  1. WHEREAS, the parties are in the process of evaluating a potential business relationship.
  2. WHEREAS, The Buying or Selling Agent or Admin agent or Prospective Purchaser or Buyer, Secondary agent and their parties possess certain information and materials (including the names and address of developers and/or vendors of property) which it considers to be highly confidential and secret and which may constitute trade secrets.
  3. WHEREAS, the parties acknowledge and agree that assessment of the potential business relationship between the parties may require disclosure of certain confidential information to each other and/or third parties
  4. WHEREAS, the Agent or the agency will disclose such information as the Agent deems necessary to be used by the Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their parties solely for the purpose of evaluating the potential relationship between the parties (the "Permitted Business Purpose").
  5. WHEREAS, the Parties wish to ensure that the confidential Information is protected from disclosure and only used by the relevant party for the purpose of evaluating the potential business relationship between the parties.
  6. WHEREAS, the parties wish to ensure that upon completion of the review of the potential business relationship or the termination of discussions between the parties that the confidential information is returned to the party who disclosed or provided it.

NOW THEREFORE, in consideration of the covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree the following:


  1. Terms

    2. The Buying or Selling Agent or Admin agent or Prospective Purchaser or Buyer and/or Secondary agent and their parties agree to the following:

    • Not to contact in any way or solicit contact in any way through third parties or any developers and/or vendors of property introduced by the agent and/or agency directly or indirectly for a period of 5 years without the agent or agency’s written permission.

    • To orally interact and/or correspond only with the agent and/or agency and/or their legal advisers unless the agent/agency gives written permission for direct contact with any vendor and/or developer introduced under this agreement.

    • Not to circumvent the obligations agreed hereunder by any means whatsoever.

    • All parties and employees connected with this agreement agree not start a similar business in the same city for 2 years of starting with Fountain Capital irrespective of the length and type of employment.

    • Any persons working for Fountain Capital agrees not to approach our suppliers or clients without Fountain Capital’s written consent.

    • Where access has been given to passwords and files, all persons with access agree that they will ensure that the security of that information is preserved.

  2. CONFIDENTIALITY

    3. Each party to this agreement hereby agrees that it shall:

    • Have the affirmative obligation to hold all Confidential Information provided in the strictest confidence and to protect the Confidential Information from disclosure to any third party.

    • Take all steps necessary to protect the Confidential Information from disclosure and must implement internal processes and procedures to safeguard the information against unauthorised disclosure.

    • Only use the Confidential Information for the Permitted Business Purpose as defined above and shall not use any Confidential Information, or any part of it, for its own purposes or the purposes of any other party.

    • Only permit disclosure to individuals within its organization that have a bona fide need to know such information in connection with the Permitted Business Purpose.

    • Advise each person to which disclosure is permitted that such information is confidential and that it is the property of the Agent and/or Agency and may not be disclosed to anyone else without the written consent of the owner.

    • Not to release the confidential information on a need to know basis to any other party unless that party executes an agreement containing the restrictions and protections set forth in this Agreement.

    • Abide by all applicable laws and regulations in force in the United Kingdom in relation to any information provided. These legislations include; General Data Protection Regulations, Data Protection Act 2018 and any other laws which are applicable from time to time.

  3. DEFINITIONS

    4. In this agreement the term "Confidential Information" shall mean and shall include information relating to the business, products or services of the Disclosing Party; including, but not limited to:

    • The names addresses and contact details of any developers and/or vendors spoken of and/or introduced by the agent and/or agency to the he Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their parties or his agents or advisers.

    • The names addresses and contact details of any investors and/or lenders and/or buyers spoken of and/or introduced by the Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their parties to the agent and/or agency.

    • Information which relates to any products or services offered by or through the Disclosing Party ("Products") and their manufacture, sale or use, including financial statements, costs and expense data, marketing and consumer data, production data, know-how, trade secrets, secret processes and formulae, technical data and reports, or any other information relating to the products and services offered by or through the Disclosing Party which is not generally ascertainable from public or published information, regardless of whether such information was provided pursuant to the terms of this Agreement, by request of the other party or in any other manner;

    • Information developed or to be developed by a party to this Agreement, their affiliates, and all material and information submitted to and/or filed with a governmental regulatory agency or any other equivalent agency covering the products or services offered by or through the Disclosing Party;

    • All information disclosed in oral, written, graphic, photographic, recorded, diagrammed, digital, electronic or any other form by one party to the other as well as the content of this Agreement and the content of any and all discussions between the parties related to this Agreement or otherwise.

    • Strategic and development plans, financial condition, business plans, co-developer identities, data, business records, projections, business structure and concepts, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by Disclosing Party or to which Receiving Party may be provided access by Disclosing Party or others in accordance with this Agreement, or which is generated as a result of the relationship between the parties.

    • Any information defined as confidential by any statute or regulation which is made in the United Kingdom or binds the United Kingdom from time to time.

  4. RETURN OF CONFIDENTIAL INFORMATION

    5. Upon request from either party or upon termination of negotiations and evaluations between the parties. Each party shall return all documentary Confidential Information to the other. The receiving party shall not be permitted to make, retain, or distribute copies of any Confidential Information and shall not create any other documents, memorandum, correspondence, outline, presentation, in any form whatsoever.

  5. NO RIGHT

    6. Except for the Permitted Business Purpose defined above, each party is not granted any right, license, assignment, or any other rights in or to any of the Confidential Information disclosed under this agreement.

  6. LIABILITIES

    • The Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their employees, subsidiaries and connected persons acknowledge that the agent/agency has entered into a Non Disclosure and Confidentiality Agreement with vendors and/or developers disclosed hereunder which includes the payment of a commission in the event that contracts are exchanged for the sale of land and/or property. The payment of commission will be agreed either in writing or by email.

    • This clause shall apply where vendors and/or developers do not agree the payment of commission in the event that contracts are exchanged for the sale of land and/or property, but where The Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their parties acknowledges that they enter into an NCNDA with agent/agency disclosed hereunder which includes the payment of a commission in the event contracts are exchanged for the sale of land and/or property. The payment of a commission will be agreed in writing or by email, by which all parties shall be bound.

    • The Buying/Selling Agent/ Admin agent/ Prospective Purchaser/Buyer, Secondary agent and their employees, subsidiaries and connected persons acknowledge that to agree with any vendor and/or developer (or third parties acting on each of their behalves) to circumvent the contractual commission arrangements mentioned in Clause 6A/B immediately above is a extremely serious matter and a material breach of this agreement. Fountain Capital reserves the right to take appropriate action to enforce all Terms and Conditions contained in this Agreement including obtaining an injunction to prevent any purchase of property or land as well as a caution against dealings at the relevant Land Registry where the land and/or property is registered.

    • The parties recognize and expressly agree that in circumstances other than 6A and B, the extent of damages in the event of a breach of any Term or Condition set forth herein may be impossible to ascertain and/or that the irreparable harm arising out of any breach shall be irrefutably presumed and/or that the remedy at law for any breach will be inadequate to compensate the relevant party. Consequently, it is agreed that in the event of a breach of any such Term or Condition, in addition to any other relief to which may be entitled, the aggrieved party shall be entitled to enforce such Terms or Conditions by injunctive or other equitable relief.

  7. GOVERNING LAW

    1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

    2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

  8. INVALIDITY OF PART OF THIS AGREEMENT

    9. If any part of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement.


    Before executing this agreement the parties have had the opportunity to take legal advice on the contents of this document.


    Each party gives permission for this agreement to be signed electronically.


    IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.


    Continued onto page 5.



    Each party is to sign this agreement and in the relevant section below.


    Buying/Selling Agent

    1. Fountain Capital Ltd

      Signed: JSS

      (Digitally Signed), Dated: 31 October 2020

      (“The Agency”)

      Jaswinder Singh Sira

    2. All fields here are compulsory and must be completed in full.




      Signed:…………………………………., Dated: 31 October 2020
      (“The Buying/Selling (Agent/Admin agent/ Prospective Purchaser/Buyer and their parties”)

    3. This section only needs to be completed by secondary agents.




      Signed:…………………………………., Dated: 31 October 2020
      (Buying/Selling Agent/ Admin agent/ Secondary agent and their parties”)