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Miura Development: Training Policy

ACCEPTANCE OF NON-DISCLOSURE AGREEMENT

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We, Miura Development Limited (“we” or “Miura”), will be disclosing to you various confidential information about about our corporate clients, corporate relationships and about the services we provide to our corporate clients (the “Information”) as part of our consultant engagement process.

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The Information contains valuable information and know-how owned by us, unauthorised use and/or disclosure of which will cause us material financial loss.

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We are prepared to release the Information to you on the condition that you to treat the Information as confidential and to not disclose it or the contents (or any part of them) to any third party (whether orally, in writing or otherwise) without our express written consent.

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1. In consideration of our making available to you the Information, you hereby agree and undertake to Miura that:

 

1.1. the Information which is disclosed to you shall be held in complete confidence by you and shall not, without our prior written consent, be disclosed to any other person, nor used for any purpose, other than as agreed with us in advance; and

 

1.2. this obligation to maintain the confidentiality of and not use the Information shall continue indefinitely.

 

2. You will not disclose the Information (including any documents or their contents, in whatever form) to any person without our prior written consent.

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3. If any proceedings are commenced or action taken which could result in you becoming compelled to disclose the Information (including the contents of any documents), you will immediately notify us of such proceedings or action in writing and you will take all legally available steps to resist or avoid such proceedings or action, including all steps that we may reasonably request and you will keep us fully and promptly informed of all matters and developments relating thereto. If you or any person to whom the Information has been disclosed are legally obliged to disclose the Information (or any part of it) to any third party you will procure that they and/or you disclose only the minimum amount of information consistent with satisfying such obligation. Furthermore, you will seek a written undertaking from such third party to respect the confidential nature of the Information disclosed and will give us prior written notice of the Information proposed to be disclosed and a copy of the proposed disclosure and confirmation that your legal advisers' opinion is that such disclosure is required, and you will take into account any reasonable comments we may have in relation to the contents of the proposed disclosure.

 

4. You will immediately upon receipt of a written demand from us return to us all documents which form part of the Information (including any and all copies thereof or of any part thereof in whatever media they exist) except those required solely for archiving purposes or required to be maintained as a matter of law.

 

5. You will only copy, reproduce or distribute in whole or in part any of the Information:-

 

5.1 with our prior written consent; or

 

5.2 for the purpose of supplying the Information to persons to whom disclosure is permitted pursuant to this letter.

 

6. Commencing the date of this contract you agree not to disclose to any person or entity and not use for your own benefit or for the benefit of any other party any secret or confidential information  provided by Miura regarding any client or prospective client opportunities nor can this information be used to approach the client or prospective client with this information to directly or indirectly approach client or prospective client to offer or provide management consulting or human capital for a period of one year.

 

7. You will refrain from any activity that could adversely impact that relationship including but not limited to solicitation of business and referral of other suppliers or candidates or lawsuits against the Client or prospective client.

 

8. You will procure that your employees, agents, advisers and representatives each act, or omit to act, as if he or she had agreed with us in the same terms mutatis mutandis as this letter. You will also procure that each person to whom disclosure of the Information is made by you or on your behalf or in the course of representing you or advising you is made aware of and adheres to the terms of this letter.

 

9. You will be responsible for and accountable to us for any breach of confidentiality by your employees, agents, advisers and representatives as if such breach was committed by you.

 

10. You will indemnify us and keep us indemnified against any loss (including lost profits or business), damage (including damage to staff, goodwill and reputation), consequential loss, claims, actions, liabilities or any other adverse effects resulting from any breach of the terms of this undertaking by you.

 

11. No failure or delay by us in exercising any right, power or privilege to which we are entitled shall operate as a waiver nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise. The terms of this letter and your obligations and acknowledgements which you accept by signing and returning a copy of this letter may only be waived or modified by an agreement in writing between you and us.

 

12. The rights and obligations of this undertaking may not be assigned or transferred by either party.

 

13. The terms of this letter and your obligations and undertaking thereunder shall be governed by and construed in accordance with English law. You hereby submit to the exclusive jurisdiction of the English courts.

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14. By starting your subscription service with Miura Development indicates your acceptance of the above and fully understand your Non-Disclosure Agreement, and that you are bound by the undertakings, acknowledgements and agreements set out therein

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MIURA DEVELOPMENT LIMITED

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