Non Disclosure Agreement

This is the standard agreement that will be signed by contractors before they can access, or are otherwise given access to, confidential information about Wikimedia UK and its contacts.

Mutual Non Disclosure Agreement

Mutual NDA between Wikimedia UK and ____________________

THIS AGREEMENT is made on (“the Effective Date”).

BETWEEN

1. Wikimedia UK is a Charitable Company registered in England and Wales, Registered Company No. 6741827, Registered Charity No.1144513, Registered Office: 4th Floor, Development House, 56-64 Leonard Street, London EC2A 4LT, United Kingdom, and
2. [ ] (the "Party")

(together the “Parties”).

RECITAL AND DEFINITION: The Parties may have disclosed or may in future disclose Confidential Information to each other. For the purposes of this Agreement, “Confidential Information” shall mean all information relating to a Party’s business, contracts, finances, designs, development plans, source code, transactions, projects, clients, potential clients, trading opportunities, affairs, products, services, methods, processes, plans, strategies or activities that has been or may be disclosed to the other Party whether verbally, in writing or otherwise before or after the Effective Date with the exception of;

1. information that was or is in the public domain at the date of the disclosure,
2. information that subsequently enters the public domain other than as a result of a breach of this Agreement by the receiving Party,
3. information of a general nature that is not a trade secret or invention and that could not be reasonably held to be commercially sensitive,
4. information that was or is legally acquired from a third party or independently developed by the receiving Party without breaching this Agreement and
5. information that a Party has a statutory obligation to disclose.

IT IS HEREBY AGREED AS FOLLOWS:

1. DURATION

   This Agreement shall commence on the Effective Date and shall continue in full force and effect so long as and to the extent that each Party shall have a knowledge of or has in its possession or control anything constituting or containing Confidential Information.

2. MUTUAL UNDERTAKINGS

   In consideration of and in respect to the Confidential Information disclosed to it by the other Party, each Party undertakes:

   1. not to disclose any part of the Confidential Information to any person or legal entity other than its directors, employees, professional advisors and contractors that have a need to know provided always that such directors, employees, professional advisors and contractors have been informed of and have agreed to adhere to the provisions of this Agreement;
   2. not to exploit for gain or assert ownership of any part of the Confidential Information; 2.3 to store Confidential Information that has been received in a tangible form (for the avoidance of doubt including Confidential Information received in an electronic form) in a proper and secure environment.
3. RELATIONSHIP OF THE PARTIES
   1. The Parties are independent of each other and nothing contained in this Agreement shall be construed to imply that there is any relationship between the Parties of partnership or of principal/agent or of employer/employee nor are the Parties hereby engaging in a joint venture, and accordingly neither of the Parties shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise.
4. INTELLECTUAL PROPERTY RIGHTS
   1. Nothing in this Agreement shall affect the ownership of any copyright or industrial or intellectual property rights existing prior to this Agreement or subsequently created without breach of this Agreement (“Intellectual Property Rights”). Intellectual Property Rights shall remain the property of the originating Party.
5. TERMINATION

   This Agreement may be terminated;

   1. by either Party, without prejudice to any of its rights arising out of or in connection with this Agreement, by notice in writing to the other Party;
      1. in the event that the other Party commits any material breach of this Agreement which is not capable of remedy or in the case of a breach capable of being remedied shall have failed to remedy any such breach within thirty (30) business days after the receipt of a request in writing so to do; or
      2. in the event that the other Party shall have a receiver, manager, administrator, administrative receiver or liquidator appointed or shall pass a resolution for winding-up or if a petition is presented to any court for its winding up or if it shall enter into any composition or arrangement with its creditors or if any proceedings are commenced relating to its insolvency or possible insolvency; or
      3. if a receiver or administrator is appointed or an encumbrancer takes possession of the undertaking or assets (or any part thereof) of the other Party; or if the other Party is unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 or any statutory re-enactment or modification thereof) or ceases or threatens to cease to carry on its business or substantially the whole of its business.
   2. Forthwith, on termination of this Agreement for whatever reason, each Party shall deliver to the other all Confidential Information of such other Party, in any form and shall, in the case of any data held on their own computers, erase all such data, code and programs and provide the owner with a certificate of destruction signed by a chartered accountant in respect of such data, code and programs.
   3. Any termination or expiry of this Agreement howsoever arising shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force on or after such termination of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination being, for the avoidance of doubt (without limitation) provisions relating to confidentiality and termination.
6. ASSIGNMENT
   1. Neither Party shall be entitled to assign, sub-contract, sub-licence or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other, such consent not to be unreasonably withheld.
7. GENERAL
   1. This Agreement constitutes the whole of the agreement between the Parties relating to its subject matter and supersedes any previous agreement or arrangements between the Parties. In particular, neither Party shall be entitled to rely upon any statement or representation made by the other's employees or representatives at any time unless set out specifically in writing and attached hereto.
      Any notice to be given by either Party to the other may be sent by first class post or fax (subject to confirmation by post) to the residence or principal place of business of the other (as notified at the start of this Agreement or as may have been communicated in writing to the Party serving the notice) and if so sent such notice shall be deemed to be served, if sent by post, forty-eight (48) hours following the date of posting, and if sent by fax during the hours of 9.00am to 5.30pm (local time), immediately upon receipt of confirmation of transmission, or if outside of these hours the next business day following such transmission.
      Any provision of this Agreement which is found to be invalid or unenforceable by a competent authority or court shall, to the extent of such invalidity or unenforceability, be severed from this Agreement, the remaining terms of which shall continue unaffected.
      Failure by either Party to exercise or delay in exercising any right, power or privilege under this Agreement shall not in any circumstances operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege in any circumstances preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
      No media releases, public announcements or disclosures relating to the Parties or the discussions between the Parties shall be made by or on behalf of either of the Parties without the prior express written consent of the other Party.
   2. No variation, addition, or amendment to this Agreement shall be effective unless in writing and signed by each Party.
8. LAW

   The formation, construction, performance and validity of this Agreement shall be governed by the laws of England and the Parties agree to submit to the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF the parties have set their signatures to this Agreement.

Signed By:

Name:

Date:

For and on Behalf of Wikimedia UK.

Signed By:

Name:

Date:

For and on Behalf of: