This Mutual Non Disclosure Agreement (“Agreement”) outlines the terms governing the exchange of Confidential Information between Digital Rugby, a brand operated by 1 Point 3 Creative Ltd (“Party A”), and the Client (“Party B”).

By accepting a Quotation or Client Order, both Parties agree to be bound by this Agreement. This Agreement is applicable as of the date of the Quotation or Client Order.

1. Purpose

The Parties intend to disclose information (“Confidential Information”) to each other for the purpose of [insert details, e.g., discussing the possibility of a joint venture, partnership, or collaboration] (the “Purpose”).

2. Definitions

2.1 Confidential Information: Includes all information disclosed by either Party to the other, whether in writing, electronically, verbally, or through any other medium, which is marked as confidential or would reasonably be understood to be confidential by its nature. Examples include, but are not limited to, technical data, business strategies, financial information, client lists, trade secrets, and project plans.

3. Obligations of the Recipient

3.1 The Recipient agrees to:

  • Use the Confidential Information solely for the Purpose.
  • Keep the Confidential Information secure and not disclose it to any third party without the prior written consent of the Discloser, except as permitted under this Agreement.

3.2 The Recipient may disclose the Confidential Information to its employees, agents, or professional advisers only if they:

  • Need to know the information for the Purpose;
  • Are informed of the confidential nature of the information; and
  • Are bound by confidentiality obligations no less restrictive than those set out in this Agreement.

3.3 If disclosure is required by law or a competent authority, the Recipient will promptly notify the Discloser before disclosure, unless prohibited by law.

4. Exclusions

The obligations of confidentiality do not apply to any information that:

  • Is or becomes publicly available, except as a result of a breach of this Agreement;
  • Is already known to the Recipient without any obligation of confidentiality before disclosure by the Discloser;
  • Is independently developed by the Recipient without the use of or reference to the Discloser’s Confidential Information; or
  • Must be disclosed by law or by any competent authority, provided the Recipient notifies the Discloser prior to such disclosure where legally permissible.

5. Return or Destruction of Information

Upon request by the Discloser, the Recipient shall:

  • Return all copies and records of the Confidential Information to the Discloser; or
  • Destroy all such copies and records and certify in writing to the Discloser that this has been done.

The Recipient shall not retain any copies, extracts, or other reproductions of the Confidential Information.

6. Intellectual Property

6.1 Nothing in this Agreement grants the Recipient any licence, interest, or right in respect of the Discloser’s intellectual property, except the right to use the Confidential Information solely for the Purpose.

6.2 All intellectual property rights in the Confidential Information remain vested in the Discloser.

7. Remedies for Breach

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which damages may not be an adequate remedy. In addition to any other remedies available at law or in equity, the Discloser is entitled to seek injunctive relief to prevent or restrain breaches of this Agreement.

8. Term

The obligations of confidentiality in this Agreement will continue for a period of 2 years from the date of the Quotation or Client Order, unless otherwise agreed in writing by the Parties. Confidentiality obligations related to trade secrets will survive indefinitely or until such information ceases to qualify as a trade secret.

9. Governing Law and Jurisdiction

9.1 This Agreement is governed by and construed in accordance with the laws of England and Wales.

9.2 The Parties agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any disputes arising out of or in connection with this Agreement.

10. General Provisions

10.1 This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements or understandings.

10.2 Amendments to this Agreement must be made in writing and agreed upon by both Parties.

10.3 If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.