ONLE Mastermind:
Non disclosure Agreement, Acknowledgement and Waiver Agreement
Open participation in ONLE Mastermind, our meetings and activities is encouraged, with the aim of providing the greatest value by sharing and openly discussing ideas and knowledge.
Without that freedom, the benefits are likely to be reduced, and therefore for the benefit of all we ask that each Participant (defined below) agrees to this non-disclosure and waiver agreement, the terms of which are set out below.
Date of Agreement: This will be the date of completion of the sign up form
1. Meaning of Terms
In this agreement the following words and expressions shall have the following meanings:
“Mastermind Activities” - Mastermind meetings, consultancy sessions (whether one-to-one or as part of a group), and any other activities involving the Participant and other Participants, organised or facilitated by the Mastermind Leader.
“Mastermind Leader” - A person who facilitates the Mastermind meetings and other associated consultancy and services.
“Disclosing Party” - A Participant who shares, discloses or discusses any Information.
“Information” - All information in whatever form received from or disclosed by any Participant, to include without limitation any information that would be regarded as confidential by a reasonable business person in relation to the business affairs, plans, know-how, trade secrets, operations, processes, customers, clients and/or suppliers of the Participant, which may be information arising from verbal communications or from data or documentation.
“Participant” - A Mastermind member, participant, facilitator or guest who attends or participates in any Mastermind Activities.
“Mastermind” - A meeting of Participants organised by the Mastermind Leader.
“Receiving Party” - A Participant who receives or otherwise becomes aware of any Information.
2. Participation
The Participant agrees to participate as a contributor to the free, open and confidential exchange of ideas and Information in conjunction with Mastermind Activities.
3. Non-Disclosure
3.1 The Receiving Party undertakes to respect and preserve confidentiality in all Information received by it (subject to clauses 3.3 and 3.6 below). The Receiving Party shall not without the Disclosing Party’s prior written consent, which may be withheld:
3.1.1 communicate, or otherwise make available, Information to any third party, unless as part of their involvement in Mastermind Activities; or
3.1.2 use any Information for any commercial, industrial or other purpose whatsoever other than as expressly permitted in writing by the Disclosing Party; or
3.1.3 use any Information with the intention of competing with or otherwise seeking to discourage any client, customer or supplier of the Disclosing Party from continuing to do business with them; or
3.1.4 copy, adapt, or otherwise reproduce any Information, to include in a tangible form whether or not disclosure was made in a tangible form.
3.2 Nothing in this agreement shall be construed as conferring any right(s) to benefit commercially from, or to use any such Information for, any purpose beyond participation in Mastermind Activities.
3.3 The Receiving Party may disclose Information or part of it, with the Disclosing Party’s prior consent (which may be withheld), to any of its employees, provided such disclosure is necessary and proportionate in light of the Receiving Party’s potential use of that Information, given their involvement in Mastermind Activities. In such an event the Receiving Party agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Information and understands that s/he is bound by conditions of secrecy no less strict than those set out here.
3.4 The Receiving Party is not permitted to pass or transmit any Information outside of its organisation.
3.5 The Receiving Party accepts and acknowledges that all Information disclosed is the sole property of or duly licensed to the Disclosing Party. The Receiving Party acknowledges that any disclosure made to it by or on behalf of the Disclosing Party, does not confer any intellectual property or other rights in relation to that Information and that all rights of whatever kind in the Information are expressly reserved (to include without limitation any right of ownership, licence, use or otherwise), save in each case as may otherwise be agreed in writing.
3.6 The obligations contained in clause 3.1 shall not apply or shall cease to apply to such part of the Information as can be shown to the Disclosing Party’s reasonable satisfaction:
3.6.1 has become public knowledge other than through the fault of the Receiving Party or an employee or director of the Receiving Party to whom it has been disclosed; or
3.6.2 was already known to the Receiving Party or disclosed to it where such an obligation of confidentiality did not exist, in each case prior to the disclosure of such Information by the Disclosing Party; or
3.6.3 was required to be disclosed by any judicial or administrative body or pursuant to any legal or judicial obligation to which the Receiving Party is bound.
4. Consequences of Unauthorised Use or Disclosure
4.1 Following any breach of clause 3, in the sole opinion of the Disclosing Party, the Receiving Party shall, upon written request, return or destroy all documents and records containing Information, in whatever form, and in such event the Receiving Party shall certify in writing that it has complied fully with the obligations imposed under this clause (4.1).
4.2 The Receiving Party accepts and acknowledges that damages alone may not be an adequate remedy for any breach of non-observance of any of its obligations under this agreement.
5. Non-reliance
5.1 Each Participant accepts and acknowledges that certain Participants may be licensed professionals in a variety of disciplines and that, in participating in Mastermind Activities, such professionals are merely providing suggestions based on their personal and business experience; no reliance shall be placed on any of the same unless a Participant has first entered into a written engagement or terms with the other; in the absence of which, each Participant waives all and any claims for loss, damage or otherwise in respect of any Information communicated to them.
5.2 Each Participant releases, discharges and agrees to hold harmless all other Participants, ONLE Masterminds, and all of its directors, employees, associates, contractors and facilitators from all liability, claims, demands, losses or damages on account of or in any way related to or arising out of the Participants’ involvement with Mastermind Activities.
5.3 Each Participant acknowledges that the provisions of this agreement are reasonable and necessary both to protect the legitimate business interests of ONLE Networking Limited and its Participants, and to allow the free, open and confidential exchange of ideas in conjunction with Mastermind Activities.
6. General
6.1 This document represents the entire agreement and understanding between the parties in relation to its subject matter; any variation of the terms of this agreement shall only be valid if signed by each of the parties in writing.
6.2 References to persons include natural persons, corporate or unincorporated bodies (whether or not having a separate legal personality) and each such person’s personal representatives, successors or permitted assigns; a reference to one gender includes all other genders.
6.3 References to “writing” or “written” includes any other non-transitory form of visible reproduction of words.
6.4 Any notice under this agreement shall be in writing and may be served by hand or by first class post, addressed to the last known address of the addressee and will be treated as having been received on delivery (where delivered by hand) or 2 Business Days after posting (if sent by first class post); a Business Day for this purpose means a day on which English clearing banks are ordinarily open for the transaction of normal banking business in the City of London (other than a Saturday or Sunday).
6.5 A person who is not a party to this agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms, except for any assignee, associated or group company or entity of the Disclosing Party, to which the whole or any part of the benefit under this agreement may be transferred or enjoyed. These provisions shall not affect any right or remedy of a third party which exists or is available apart from under that act.
6.6 The construction, validity and performance of this agreement shall be governed by the laws of England, and the parties hereby submit to the exclusive jurisdiction of the English courts to settle any disputes (including non-contractual disputes or claims) relating to its subject matter.
This Agreement comes into effect on the above date.
I confirm agreement to the above terms: (for myself and on behalf of my business, company or organisation):
Participant’s Signature By ticking the box on the Member Commitment and Registration form, you agree to this NDA Waiver