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Mutual Non-Disclosure Agreement (NDA)

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between Datnexa Ltd ("Datnexa") and the individual(s) or entity defined in the proposal document sent via the platform("Recipient") interested in engaging in a potential business relationship involving the exchange of confidential information. This Agreement is effective as of the date of signature by the Recipient via the platform (the "Effective Date").

1. Purpose:
The purpose of this Agreement is to protect the confidential information exchanged between Datnexa and the Recipient in connection with the potential business relationship (the "Purpose"). This Agreement ensures that the confidential information remains confidential and restricts its unauthorized use or disclosure by both parties.

2. Definition of Confidential Information:
Confidential Information refers to any information, whether oral, written, or in any other form, that is disclosed by either party to the other party during the term of this Agreement. Confidential Information may include, but is not limited to, data, algorithms, methodologies, software, trade secrets, business plans, financial information, customer information, and any other proprietary information related to the services provided by Datnexa or disclosed by the Recipient.

3. Non-Disclosure Obligations:

  • a. Both parties shall maintain the confidentiality of the Confidential Information and shall not disclose it to any third party without the prior written consent of the other party, except as expressly permitted in this Agreement.

  • b. Both parties shall use the Confidential Information solely for the Purpose and shall exercise reasonable care to prevent unauthorized use, access, or disclosure of the Confidential Information.

  • c. Each party shall limit the disclosure of Confidential Information within its organization to only those employees, contractors, or agents who have a need to know the information for the Purpose and who are bound by confidentiality obligations at least as stringent as those in this Agreement.

  • d. Each party shall promptly notify the other party of any unauthorised use, access, or disclosure of the Confidential Information and shall assist the other party in taking appropriate actions to mitigate any harm or loss resulting from such unauthorised use, access, or disclosure.

4. Exclusions:
The obligations under this Agreement shall not apply to Confidential Information that:

  • a. Was already known to the receiving party prior to its disclosure by the disclosing party, as evidenced by written records;

  • b. Becomes publicly available without any breach of this Agreement by the receiving party;

  • c. Is independently developed by the receiving party without reference to or use of the Confidential Information; or

  • d. Is lawfully obtained by the receiving party from a third party without any obligation of confidentiality.

5. Term and Termination:

  • a. This Agreement shall commence on the Effective Date and continue until terminated by either party by providing written notice to the other party.

  • b. Upon termination, the obligations of confidentiality under this Agreement shall continue to apply to any Confidential Information disclosed prior to termination.


6. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.

7. Entire Agreement:
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations.

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