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2011 MAY NDA HDEE

Confidentiality and Non Disclosure Agreement


Full Name: _________________________________ Nationality: ______________________________________ Address: ______________________________________ E-mail Address: _________________________________ Fax No: ___________________________ 1. You have expressed an interest in becoming more knowledgeable (or are considering entering into a contractual relationship) regarding the systems, Products and methods for teaching English to babies, children and adolescents from three months up to school leaving age age (approximately 18-19 years of age) utilised and applied by Helen Doron Ltd. and any associates, Franchisees, Franchisors, Teachers and Partners associated with Helen Doron Ltd. These systems consist of the combined use of a special method and accessories and other products, distributed in a worldwide franchise system, including registered trademarks known by the trade name Helen Doron Early English (the HDEE System) and Helen Doron or other variations thereof which have been developed, or acquired or produced or manufactured by Helen Doron Ltd. (hereinafter referred to as HD). HD has agreed to provide you with certain Confidential Information concerning Products, business models, prices and other proprietary information for your review and consideration. As a condition to your being given access to such Confidential Information, you undertake to treat any information concerning the system and the products (whether prepared by HD, its advisors or otherwise), in accordance with the provisions of this letter and to take or abstain from taking certain other actions herein set forth. For purposes of this letter, the term information means information that is generally not known by any other party other than HD. Confidential Information shall include information conceived, originated, discovered or developed, in whole or in part by HD and/or its predecessors its officers, and includes, but is not limited to, commercial or proprietary material, pricing information , discoveries, ideas, concepts, designs, techniques, formulae, models, data, research and/or development procedures, know-how, marketing techniques, customer names and other information pertaining to customers and financial information. Confidential Information also includes any information described above which you obtain from a third party that is treated as proprietary or is designated as Confidential Information, whether or not said information is owned or developed by HD. The term Confidential Information does not include information which is already in your possession (provided such information is not known by you to be 1

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subject to another confidentiality agreement or other obligation of secrecy to HD or another party), or becomes generally available to the public other than as a result of disclosure by you or any of your affiliates, or becomes available to you on a non-confidential basis from a source other than HD or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement or other obligation of secrecy to HD or another party. You hereby agree to hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any Confidential Information to any party or entity or utilize any Confidential Information for any purpose except in the course of discussions between you and HD. All notes, data, reference materials, maps, models, plans, reports, manuals, documentation or other records or similar items that in any way incorporate or reflect any Confidential Information shall belong exclusively to HD, and you agree to turn over all copies of such material to the control of HD upon request or upon the failure of the negotiations with HD. Due to the unique nature of the Confidential Information being provided to you, you understand and agree that irreparable harm will result from noncompliance by you with the terms of this Agreement. As a result, in addition to any other remedies that may be available, HD may be entitled to injunctive relief to enforce the terms of this Agreement. By signing this document you confirm and agree to abide by all the terms and conditions contained herein. It is hereby agreed that receipt by fax transmission of an executed copy of this Agreement shall be deemed to be receipt of the original. This Agreement is governed by and will be construed in accordance with the laws of and is subject to the exclusive jurisdiction of the relevant courts in .

______________________ NAME AND SIGNATURE

___________________ DATE

_________________ PLACE

______________________ HD LTD (OR LICENSEE)

___________________ DATE

_________________ PLACE

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