This Non-Disclosure Agreement (‘the Agreement’) is dated from the submission time shown on this electronic form (‘the Agreement Date’) and is made between users of the website named https://360work.com (‘the Website’).

In order to enable the provider of services via the Website (‘the Freelancer’) to provide professional services to the customer (‘the Hirer’) in respect of the particular time-based charging contract (‘Per Hour Contract’) or the fixed-price specific job contract (‘Fixed Price Contract’) or the pre-packaged service for a fixed price and delivered within fixed timescales (‘Packaged Service Contract’) the Hirer will furnish the Freelancer with the necessary written and oral information according to the terms of this Agreement.

The Agreement date: 31 May 2023

1 Disclosure

1. ‘Confidential Information’ means all confidential or proprietary information (however recorded or stored) in this Agreement relating to the purpose of the services provided (‘the Purpose’) that is disclosed or made available directly or indirectly before or after the Agreement Date in any medium or form by the Hirer to the Freelancer.
2. In consideration of the Hirer agreeing to disclose Confidential Information to the Freelancer, the Freelancer undertakes to the Hirer that he or she shall:
   • keep the Confidential Information secret;
   • not use or exploit the Confidential Information in any way, except for or in connection with, the Purpose; and
   • only make disclosure of the Confidential Information in accordance with paragraph 1.3 and paragraph 1.4. Any other disclosure can only be made with the Hirer's prior written consent.
3. The Freelancer may disclose the Confidential Information to any of his or her officers, and employees, advisers, team members, subcontractors and contractors that need to know the relevant Confidential Information for the Purpose only, provided that:
   • the Freelancer procures that each such person to whom the Confidential Information is disclosed to complies with the obligations of this Agreement as if they were the Freelancer; and
   • procures that any such person to whom disclosure is made enters into a Confidentiality Non-Disclosure Agreement with the Freelancer on terms equivalent to those in this Agreement.
4. The Freelancer may disclose the Confidential Information to the minimum extent required by:
   • any Order of any Court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;
   • the rules of any Listing Authority or Stock Exchange on which the Freelancer's shares are listed; or
   • the Laws or Regulations of any country to which the Freelancer's affairs are subject.

2 LIMITATIONS ON OBLIGATIONS

The obligations set out in Paragraph 1 shall not apply, or shall cease to apply, to Confidential Information which the Freelancer can show to the Hirer's reasonable satisfaction:

1. that it is, or becomes, generally available to the public other than as a direct or indirect result of the Confidential Information being disclosed by the Freelancer in breach of this agreement; or
2. was already lawfully known to the Freelancer before it was disclosed by the Hirer; or
3. has been received by the Freelancer from a third-party source not connected with the Hirer and that such source was not under any confidential obligations in respect of that information.

3 RETURN OF THE CONFIDENTIAL INFORMATION

Whenever requested by the Hirer, the Freelancer shall immediately return to the Hirer all documents and other records of the entire Confidential Information or any part of it in any form that has been supplied to or generated by the Freelancer and is held or stored by the Hirer. If the Confidential Information is stored in electronic form, the Freelancer shall permanently erase all such Confidential Information from its computers and any communications systems and devices used by the Freelancer. The Hirer may request the Freelancer to certify in writing that it has complied with any of the obligations in this regard.

4 TERM AND TERMINATION

Notwithstanding the Termination of the Purpose, the obligations of the Freelancer shall continue for a period of five (5) years from the Termination of this Agreement. Said Termination of this Agreement shall not affect any accrued rights or remedies to which either party is entitled.

5 ACKNOWLEDGEMENT AND INADEQUACY OF DAMAGES

The Freelancer acknowledges and agrees that:

1. the Confidential Information may not be accurate or complete and the Hirer makes no warranty or representation (whether express or implied) concerning the Confidential Information, or its accuracy or completeness; and
2. damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Freelancer. Accordingly, the Hirer shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this Agreement.

6 GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (whether contractual or non-contractual) that arises out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim, contractual or non-contractual, arising out of or in connection with this Agreement or its subject matter or formation.
This Agreement relates to exchanges of information in connection with "(name of Contract)"