Mutual non-disclosure agreement

1. Parties

This agreement is between the disclosing engineering practice (“Practice”) and the individual and organisation granted access (“Recipient”). Each party may act as discloser and as recipient, and the obligations below apply reciprocally.

2. Confidential information

“Confidential Information” means any non-public information disclosed by one party to the other, in any form, including but not limited to: engineering drawings, bills of material, supplier and pricing information, process sheets, time and method study data, production rates and quotas, management deliverables, dashboards, assessment instruments, white papers, client identities, and any operational, commercial, or technical information of either party or of a third-party client.

Information is Confidential Information whether or not it is marked as such, where a reasonable person would understand it to be confidential given its nature and the circumstances of disclosure.

3. Obligations

Recipient shall:

• Use Confidential Information solely to evaluate a prospective or ongoing engagement between the parties, and for no other purpose;
• Hold Confidential Information in strict confidence and protect it with at least the degree of care it applies to its own confidential material, and in no event less than reasonable care;
• Not reproduce, download, screenshot, transcribe, or otherwise copy Confidential Information except as strictly necessary for the permitted purpose;
• Not disclose Confidential Information to any third party, and disclose it internally only to those individuals with a genuine need to know who are bound by confidentiality obligations no less protective than these;
• Not share, transfer, or disclose any access credential issued under this agreement, such credentials being personal to the named individual;
• Not use Confidential Information to reverse engineer, reproduce, or independently develop any process, fixture, tooling, or system disclosed;
• Not use Confidential Information to identify, approach, or solicit any client of the Practice.

4. Exclusions

These obligations do not apply to information which the Recipient can demonstrate:

• Was lawfully in its possession without restriction before disclosure;
• Is or becomes publicly available other than through breach of this agreement;
• Is lawfully received from a third party free of any confidentiality obligation;
• Is independently developed without reference to or use of the Confidential Information.

5. Compelled disclosure

If Recipient is required by law, regulation, or valid court or governmental order to disclose Confidential Information, it may do so provided it gives the disclosing party prompt written notice (where legally permitted) sufficient to allow that party to seek a protective order, discloses only the portion legally required, and uses reasonable efforts to obtain confidential treatment.

6. Third-party client materials

Recipient acknowledges that some Confidential Information originates with third-party clients of the Practice and is disclosed subject to obligations the Practice owes to those clients. Recipient's obligations with respect to such material survive as long as the Practice's own obligations to the relevant client, and are enforceable by the Practice on that client's behalf.

7. No licence, no warranty

Nothing in this agreement grants Recipient any licence, right, title, or interest in any intellectual property. All Confidential Information remains the property of the disclosing party. Confidential Information is provided “as is” for evaluation purposes, without warranty of accuracy, completeness, or fitness for any particular purpose.

8. Term and return

This agreement takes effect on the date access is granted and continues for three years from that date, except that obligations relating to trade secrets and to third-party client materials continue for as long as the relevant information retains that status.

On written request, Recipient shall promptly cease all access, destroy or return all Confidential Information in its possession, and confirm in writing that it has done so.

9. Remedies

The parties agree that monetary damages may be an inadequate remedy for breach of this agreement, and that the disclosing party may seek injunctive or other equitable relief in addition to any other remedy available at law, without the necessity of posting bond.

10. General

This agreement contains the entire understanding between the parties on its subject matter. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the remainder continues in effect. Failure to enforce any provision is not a waiver of it. This agreement does not create any partnership, joint venture, agency relationship, or obligation on either party to proceed with any transaction.

11. Governing law

This agreement is governed by the laws of [STATE TO BE SET], without regard to its conflict of laws provisions. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction.

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