MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION
DATE: THIS AGREEMENT dated _______________is made by and between:
(1) MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION (the “Discloser “)
(2) ___________________ of email ____________________ (the “Member“)
Together “the Parties”
1.1 In this agreement, the following words and expressions shall have the following meanings, unless the context requires otherwise:
The date recorded on page 2.
Shall include Information whether of a technical, commercial or any other nature whatsoever, provided directly or indirectly by MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to the Member in oral or documentary form or by way of platform or webinar access or other tangible or intangible form or by demonstrations and whether before, on or after the date of the agreement.
MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION and the Member and “Party” shall mean either of them;
3.1 In consideration of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION providing Confidential Information, at its discretion, to the Member, the Member shall:
4.1 Subject to Clause 4.2, the Member shall (a) at MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION request, and also (b) upon the termination of this agreement:
4.2 As an exception to its obligation under clause 4.1, the Member may retain one copy of the Confidential Information, in paper form, in the Member’s legal files for the purpose of ensuring compliance with the Member’s obligations under this agreement.
4.3 Following the date of any termination of this agreement, or any return of Confidential Information to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION (“Final Date”), (a) The Member shall make no further use of the Confidential Information, and (b) the Member’s obligation under this agreement shall otherwise continue in force, in respect of Confidential Information disclosed prior to the Final Date in each case for a period of 10 years from the date of this Agreement Final Date.
5.1 To the extent that the Member is required to disclose Confidential Information by order of a court or other public body that has jurisdiction over the Member, it may do so. Before making such disclosure the Member shall, if the circumstances permit,:
6.1 MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION may terminate this agreement at its absolute discretion with 1 days notice, in writing to the Member, if the Member:
7.1 The Member acknowledges and agrees that all property, including intellectual property, in the Confidential Information shall remain with and be vested in MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION.
7.3 This agreement does not include, expressly or by implication, any representations, warranties or other obligations:
7.4 No right or licence is granted by MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION to the Member in relation to the Confidential Information.
7.5 This agreement will be executed and accepted electronically by the Member on their first entry to any of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION Information platforms.
7.12 The Member undertakes to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION that, for a period of 10 years from the date of this agreement, it shall not, directly or indirectly, make any investment in, or otherwise be involved in controlling or managing, any company involved in developing the same or similar Private Commerce Solutions or processes relating to, without the prior written consent of MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION.
7.13 MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION is not under any obligation to reimburse any costs and expenses which the Member or its representative may incur in connection with the Permitted Purpose.
7.14 The Member is acting in relation to the Permitted Purpose as principal and not as agent or broker for or in concert with any other person.
7.15 The Member acknowledges and agrees that any breach of this agreement could cause injury to MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION and damages would not be an adequate remedy. In the event of a breach or threatened breach by the Member, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION shall be entitled to apply for injunctive relief in any court of competent jurisdiction and the Member shall not oppose any such application. The Member shall indemnify MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION against all costs, claims, demands and liabilities arising directly or indirectly from a breach. Nothing contained in this agreement shall be construed as prohibiting MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION from pursuing any other remedies available to it for a breach or threatened breach.
7.17 The Member acknowledges the obligations entered into under this agreement are binding on them personally. In the case the Member breaches any obligation in the Agreement, MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION will have the right to take legal and other action against you and in the event of a court awarding damages, the Member will be personally liable to pay them.
8.1 Notices under this Agreement shall not be valid unless in writing and sent to a Party:
|MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION
8.3 Notices sent as above shall be deemed to have been received:
if delivered personally, on delivery;
Name: Iain Clifford MATRIXFREEDOM – PRIVATE MEMBERS ASSOCIATION