Non-Disclosure and Confidentiality Agreement for the discussion regarding the business ideas and property belonging to Educating MIND-Y (trading name), also known as Educating MINDY (registered name), collectively referred to herein as Educating MIND-Y.

This agreement sets out the terms on which each Party agrees to disclose certain information deemed confidential to the other Party, for Educating MIND-Y of discussing business ideas and property belonging to Educating MIND-Y. Neither Party shall amend this Agreement without the written consent of the other Party.

THIS AGREEMENT is made on the date of the enrolment.

BETWEEN

The Participant

(the “Receiving Party“)

AND

Educating MIND-Y (the “Disclosing Party“).

1. Confidential Information. The term “Confidential Information” means any information disclosed by one Party to the other pursuant to this Agreement relating to Products, Services, business affairs, finances or its know-how, documentation, policies, pricing, personnel (as defined by the Data Protection Act 1998), clients, software, documentation, and assessments which is in written, graphic, machine-readable or other tangible forms which each of us wishes to protect against unrestricted disclosure and which is marked as confidential or proprietary or is, by its nature, clearly confidential. Confidential Information may also include oral information, knowledge or details of the same is disclosed by one Party to the other during the period of this Agreement.
   
   
2. Confidentiality. Each Party will treat as secret and confidential all Confidential Information of the other Party and will not disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties will use at least the same degree of care with respect to the Confidential Information that such Party uses to prevent the disclosure of its own confidential information of like importance but not less than reasonable care. Each Party will promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Each Party will use the other’s Confidential Information solely for Educating MIND-Y and only disclose the other’s Confidential Information to such of our employees, directors, agents, parent or subsidiary companies, and/or professional advisors as need to know for Educating MIND-Y and on condition that they will be informed of the confidential nature of such Confidential Information and directed to deal with it on terms no less onerous than the terms of this Agreement.
   
   
3. We each agree only to make copies of the other’s Confidential Information to the extent necessary for Educating MIND-Y and each of us agrees to protect the other’s Confidential Information to at least the same degree as we protect our own.
   
   
4. Each of us shall retain all property rights in our respective Confidential Information always but neither of us shall be prevented from making use of know-how and principles learned or experience gained of a non-proprietary or non-confidential nature.
   
   
5. Each of us shall, on request and at the written instruction of the other, either return all the other’s Confidential Information in our possession or destroy such Confidential Information
   
   
6. Exceptions. Notwithstanding the above, neither Party will have liability to the other regarding any Confidential Information of the other which:
   
   

• • Was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party;
    
    
  • Was known to the Receiving Party, without restriction, at the time of disclosure, as evidenced by the Receiving Party’s files in existence at the time of disclosure;
    
    
  • Is disclosed with the prior written approval of the Disclosing Party;
    
    
  • Was independently developed by the Receiving Party without use or reliance upon Confidential Information of the Disclosing Party;
    
    
  • Becomes known to the Receiving Party, without restriction, from a third party not subject to confidentiality or non-disclosure obligations to the Disclosing Party without breach of this Agreement by the Receiving Party; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided, however, that the Receiving Party will, to the extent lawful, provide prompt notice thereof to the Disclosing Party to enable the Disclosing Party to
    
    
  • seek a protective order or otherwise prevent or restrict such disclosure
    
    

1. This Agreement shall be governed by English law and subject to the non-exclusive jurisdiction of the English courts.

8  Acceptance Of Terms

By enrolling for the Educating MINDY BETA Tester Programme, you acknowledge that you have read, understood, and agree to the terms of this NON-DISCLOSURE and CONFIDENTIALITY AGREEMENT.

On behalf of Educating MIND-Y