POTENTIAL FRANCHISEE CONFIDENTIALITY/NON-DISCLOSURE UNDERTAKING
You are evaluating the option for you (or a company or other trading entity related to you that has yet to be established) to become a franchisee of MM. MM and/or franchisee(s) in its network will provide confidential information and information about its business to you. In consideration for this, you agree to comply with this non-disclosure undertaking (“NDU”) to MM.
YOU UNDERTAKE TO MM AS FOLLOWS:
The disclosure of the Confidential Information is personal to you. You must notify MM if you wish to disclose it to anyone else (including any third parties or your partners or any related company) so they can each sign a NDU.
You undertake to maintain all Confidential Information in strictest confidence and stored securely and not to make or allow copies or access to any of it without MM’s prior written consent. For any personal information received, you will comply with all applicable data protection or privacy legislation.
You undertake only to use the Confidential Information for the Purpose. You must not otherwise use it for any reason unless under licence with MM (under a signed contract) nor use it as the basis for any derivative works. You agree not to disclose or copy (unless with MM’s prior written consent) any Confidential Information to anyone except (to the extent necessary) your solicitors, bank or accountants. You undertake to ensure that anyone to whom you disclose Confidential Information complies with this NDU as if he or she were you.
Without prejudice to MM’s other rights, if you cause (directly or indirectly) an unauthorised disclosure or use of Confidential Information, you will assist MM to recover and prevent the use, dissemination or transfer of that Confidential Information. You will indemnify and reimburse MM on demand for all losses, damages, liabilities and costs resulting from any breach by you of this NDU or any non-compliance with it.
You acknowledge that damages alone would not be an adequate remedy for breach of this NDU. Without prejudice to other rights or remedies, you agree that MM will be entitled to the grant of equitable relief (for example, injunctive relief) in relation to any threatened or actual breach of any part of this NDU.
You will, and will ensure that anyone to whom you have passed Confidential Information will, immediately upon receipt of a demand from or on behalf of MM and as instructed: destroy or return to MM all partial or entire copies of all Confidential Information and delete all Confidential Information from any electronic device or remote storage on which it was stored by you or on your behalf.
This NDU applies at all times (or, for any information, until the date it ceases to be Confidential Information). Despite this NDU, you may disclose the following, if you only disclose what is strictly necessary and give MM as much prior notice as legally possible:
information that you are legally required to disclose by applicable law or authority of competent jurisdiction or whose disclosure by you is protected by law;
information that was properly in your possession (with full right to disclose) prior to receipt from MM;
information that was received from a third party permitted to disclose it;
information that is in the public domain other than by breach of this NDU.
Neither this NDU nor the supply of Confidential Information to you form any offer from MM nor the basis of any contract other than this NDU nor any representation which you can rely upon.
MM has spent time, effort and costs establishing its business, systems and materials, and these are secret, confidential and of value to MM. You acknowledge that all intellectual property rights, including copyright, design right and any other intellectual property rights whether registered, registerable or not, in all Confidential Information, is owned by or licensed to MM and that you do not have nor will you gain any rights or ownership to any Confidential Information.
No representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by MM or MM’s advisers in relation to the accuracy or completeness of any Confidential Information made available. You are responsible for making your own evaluation of the Confidential Information and of the need for any further information related to the Purpose.
You undertake to ensure compliance with this NDU of all your personnel, employees, contractors, officers and anyone related to, owning part of or controlled by your trading entity.
MM may assign MM’s rights under this NDU to anyone to whom MM assigns Confidential Information. You may not assign or transfer this NDU nor any of its benefits or obligations.
This NDU shall be read, construed and take effect as an agreement made under the laws of Scotland and is subject to the exclusive jurisdiction of the Scottish Courts.
In this NDU, unless the context requires otherwise: “MM” means Mind Marvels Ltd (a company registered in Scotland with number SC638028 whose registered office is at 272 Bath Street, Glasgow, Scotland, G2 4JR); “Confidential Information” means information in any format (whether oral, printed or electronic) relating to the system or business of MM or MM’s licensor or any franchisee or related company of MM which is marked or notified as confidential, or which in the normal course of business would be considered confidential including (as examples only) the whole or any part of any manuals, session plans, session materials, templates, business or marketing materials or legal documents used or provided by MM or by any MM licensor or franchisee, details of MM’s system or the arrangements with its network, information relating to financial performance or forecasts or to suppliers, customers, marketing, sales, know-how or operational details; “Purpose” means the purpose of considering the possibility of entering into a franchise agreement with MM; “you” means the person who has completed their details and ticked the box in order to access the recorded or live Discovery Sessions/videos.