1. Parties & Purpose

This Mutual Non-Disclosure Agreement (“Agreement”) is between:

1. Impact Guru Ltd (company number 16520599), whose registered office is Suite A, 82 James Carter Road, Mildenhall, Bury St. Edmunds, England, IP28 7DE (“Impact Guru”); and
2. The organisation named in the form below (“Client”).

Together, the “Parties”, and each a “Party”.

The Parties wish to share certain confidential information for the purpose of evaluating, scoping, pricing and/or delivering bid writing, tender review, strategic consultancy, competitor analysis or related services (the “Purpose”).

2. Confidential Information

“Confidential Information” means any information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether before or after the date of this Agreement, in any form, that is marked or otherwise identified as confidential or which should reasonably be understood to be confidential given its nature and the circumstances of disclosure. This may include (without limitation) technical, commercial, financial, operational, strategic, staffing, service, clinical, quality or governance information, tender documentation, business plans, pricing, and personal data.

3. Obligations of Confidentiality

The Receiving Party shall:

1. Keep Confidential Information strictly confidential.
2. Use Confidential Information only for the Purpose.
3. Limit access to Confidential Information to those of its directors, officers, employees, contractors or professional advisers who reasonably need to know it for the Purpose and who are bound by duties of confidentiality no less strict than those in this Agreement.
4. Apply at least the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care.
5. Promptly notify the Disclosing Party if it becomes aware of any unauthorised use or disclosure of Confidential Information.

4. Exclusions

The obligations in clause 3 do not apply to information which the Receiving Party can show:

1. Is or becomes publicly available other than as a result of a breach of this Agreement.
2. Was lawfully known to the Receiving Party before disclosure by the Disclosing Party.
3. Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
4. Is lawfully received from a third party without breach of any duty of confidence.
5. Must be disclosed by law, court order, regulator or other competent authority, provided the Receiving Party (where lawful and reasonably practicable) gives the Disclosing Party prompt notice and cooperates with any reasonable steps to limit such disclosure.

5. Data Protection

Each Party will comply with applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018, in relation to any personal data it processes under or in connection with this Agreement.

To the extent that a Party receives personal data from the other Party, it will:

1. Process such personal data only for the Purpose and for as long as reasonably necessary to fulfil it.
2. Keep appropriate technical and organisational measures in place to protect personal data.
3. Only share personal data with third parties where necessary for the Purpose and where those third parties are subject to appropriate confidentiality and data protection obligations, or where required by law.

6. Term & Survival

This Agreement comes into effect on the date and time the Client submits the completed NDA form on this page. The confidentiality obligations in this Agreement will continue for a period of three (3) years from that date, or, in respect of any trade secrets or particularly sensitive information, for as long as such information remains confidential.

7. No Licence or Obligation to Proceed

Nothing in this Agreement grants any licence or transfer of intellectual property rights in the Confidential Information, except for the limited right to use it for the Purpose. Nothing in this Agreement obliges either Party to proceed with any proposed relationship, tender, contract or transaction.

8. Return or Destruction

Upon reasonable written request from the Disclosing Party, the Receiving Party shall (so far as reasonably practicable) return or destroy the Disclosing Party’s Confidential Information, save that the Receiving Party may retain copies required by law, regulation or legitimate record-keeping and backup practices, subject always to the confidentiality obligations in this Agreement.

9. Liability

Nothing in this Agreement limits or excludes either Party’s liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded. Subject to the foregoing, each Party’s liability in connection with this Agreement shall be subject to any limitations and exclusions agreed in any separate engagement or services contract between the Parties.

10. Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

11. Entire Agreement & Third Parties

This Agreement constitutes the entire agreement between the Parties in relation to confidentiality for the Purpose, and supersedes any previous understanding or arrangements relating to the same subject matter. No person other than the Parties has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

12. Signatures

This Agreement may be entered into electronically. By submitting the completed form below, the Client confirms that it agrees to be legally bound by the terms of this Agreement and that the person submitting the form is duly authorised to do so on its behalf.

Signed for and on behalf of Impact Guru Ltd:

Mike Harrison
Director, Impact Guru Ltd
Company number: 16520599
Registered office: Suite A, 82 James Carter Road, Mildenhall,
Bury St. Edmunds, England, IP28 7DE