Runo Ltd Non-Disclosure Agreement (NDA)
Purpose of this document
What is an NDA? - NDA's, or nondisclosure agreements , are legally enforceable contracts that create a "confidential relationship" between a person/party who has sensitive information and a person who will gain access to that information. A confidential relationship means one or both parties has a duty not to share that information.
What is the purpose of an NDA? - an NDA creates a legal framework to protect ideas and information from being stolen or shared with competitors or third parties.
When is an NDA necessary? - an NDA is necessary when looking for investors, or seeking new partners or collaborators. At some point sensitive information will need to be shared. All potential franchisees are required to sign an NDA so that Runo complies with it's agreements with it's franchisor clients. Part of our process is to request the signing of an NDA before any information of a sensitive nature is shared.
NOTE: the signing of an NDA in no way commits you to the purchase of a franchise.
Confidentiality
Whereas: the parties for their mutual benefit may have exchanged and wish to exchange certain information of a confidential nature and wish to protect such information in the manner set out in the agreement.
It is hereby agreed that:
Definitions
“Purpose” shall mean discussions and negotiations between or within the parties concerning or in connection with the purchase of a franchised business;
“Business” shall mean any franchised business about which Runo provides information and/or introduction to the Applicant;
“Confidential Information” shall mean any information or data provided by Runo or the Business to the Applicant, relating to the Purpose whether disclosed orally in writing, or by any other means, to one party by the other party or by a third party on behalf of this agreement, but shall exclude any part of such information or data which:
is in, or comes into the public domain in any way without breach of this agreement by the receiving party;
the receiving party can show that it was in its possession, or known to it prior to receipt from the disclosing party;
the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or non-use towards the disclosing party.
Handling confidential information
The receiving party shall maintain Runo’s and the business’s confidential information in confidence and shall exercise in relation thereto no lesser security measures and degree of care than those which the receiving party applies to its own confidential information.
The receiving party shall ensure that disclosure of such confidential information is restricted to those employees, directors or professional advisors of the receiving party having the need to know for the same Purpose.
Copies or reproductions shall not be made except to the extent reasonably necessary for the Purpose and all copies made shall be the property of the disclosing party.
All confidential information and copies thereof shall be returned to the disclosing party on request.
Non-Completion
In the event that the Applicant and/or Runo and/or the Business determine that the Applicant is either unsuited or uninterested in purchasing the Business, the Applicant shall immediately return to Runo or the Business all copies of all materials pertaining to the Confidential Information in his possession, or in the possession of any of his representatives whether such materials were developed by Runo or the Business or the Applicant or its representatives or associates and whether such materials are in print, video, electronic or other form.
The Applicant further agrees to delete from his computer(s) any Confidential Information within 5 working days.
Limitations, Disclaimer and General Points
Limitations
The receiving party shall: (i) not divulge the other party’s Confidential Information in whole or in part; (ii) use the same only for the Purpose; (iii) make no commercial use of the Confidential Information or any part thereof without the prior written consent of the disclosing party
Disclaimer
All rights in the Confidential Information are reserved by the disclosing party and no rights other than those expressly recited herein are granted or implied from this agreement. Nothing in this agreement or its operation shall preclude impair or restrict either party from continuing to engage in its business otherwise than in breach of this agreement.
General
This agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.
This agreement constitutes the entire agreement and understanding between the parties in respect of Confidential Information and supersedes all previous agreements understandings and undertakings in such respect.
The interpretation construction and effect of this Agreement shall be governed and constructed in all respects in accordance with the Laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
Mutual Responsibilities
The Applicant is considering purchasing a business and has approached Runo for assistance and information in that regard.
Runo will provide the Applicants details to one or more of their Clients and, in doing so, Runo gives no warranty or guarantee as to the likely success, profitability or otherwise of any business purchased by the Applicant from any of their Clients;
In deciding whether or not to purchase a business through Runo, the Applicant understands they must make their own enquiries in relation to potential profitability, turnover and all other aspects of the business or businesses under consideration;
Runo gives no warranty or other guarantee in relation to any information on businesses they represent, and it is the Applicants’ responsibility to make their own enquiries with the Franchisor to ascertain the accuracy of information provided or representations made;
The Applicant understands they should seek independent, legal, and other relevant professional advice before entering into any business agreement;
Runo shall have no liability to the Applicant in respect of any loss (including profits), damage, liability or expense incurred by them as a result of (i) entering (or not) into any purchase or business agreement (whether pursuant to the terms hereof or otherwise) or (ii) any act or omission on the part of Runo and the Applicant shall hold Runo harmless in that respect;
The restrictions contained in this agreement are necessary for the protection of the business interests of Runo and do not unreasonably interfere with the Applicant’s freedom of action and they acknowledge that all such provisions are fair and reasonable;
The Applicant will advise Runo of any interest that they might have in the possibility of purchasing a business introduced to them, and will as soon as possible inform Runo of any meetings that have been held with any of the vendors or franchisors including details of the outcome of any such meetings.