Non-Disclosure Agreement

PLEASE NOTE: You Recipient must complete ALL fields in order for this Agreement to be valid and to obtain the DPM ASP demo password:

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1. In consideration of being given the opportunity to evaluate the Product, the Recipient undertakes to keep strictly confidential and only use for the purpose set out below the said Product and the Confidential Information, as defined below. Recipient hereby acknowledges that the Product is a commercially valuable proprietary product. Recipient is a potential client or commercial promoter of Product and wishes to obtain interactive on-line access to the same, with the express and only authorised purpose being evaluation for potential acquisition, utilisation and/or promotion by Recipient. Recipient acknowledges that same Recipient may be furnished with or may otherwise download or have access to proprietary information or material which relates to past, present or future inventions, processes, techniques, methods, capabilities, mathematical models, business processes, algorithms, specifications, or any other technical information and data, trade and business secrets, whether relating to the Product or not (collectively referred to as the "Confidential Information").
2. Recipient will limit access to the Product, in any form, only to those persons who require such access for said evaluation of the Product. Before permitting any person access to the Product or parts thereof, Recipient shall cause that person to adhere to the terms of this non-disclosure agreement by accepting the terms and conditions of said agreement on-line, located in Toolsgroup's website. However in any case, the Recipient shall never disclose the Confidential Information to third parties, involved in activities, companies or products considered in competition with Toolsgroup and/or the Product.
3. Recipient shall not in any way assign or transfer the rights and/or obligations of present agreement or parts thereof to any third party without the express written consent of Toolsgroup.
4. Recipient agrees not to copy, reprint, duplicate, decompile, disassemble, decipher, "reverse-engineer" or recreate the Product or one similar to it, in whole or in part, alone or in combination with any other thing, without the express written consent of Toolsgroup or save where the law allows. The Recipient furthermore, declares not to engage in development, distribution and/or promotional activities of products and/or services in direct competition with the Product, or parts thereof for a period of two years after the date of this Agreement.
5. Recipient agrees not to disclose and to keep confidential the Confidential Information unless and until the information:
   
   • is, or subsequently becomes, in the public domain otherwise than by reason of breach hereof;
   • is rightfully obtained and received by Recipient from a third party without any obligation of confidentiality;
   • is independently developed by the Recipient without access to information from Toolsgroup ;
6. Recipient and Toolsgroup expressly warrant to the other that it has the full authority to enter into this Agreement, and that its execution and performance shall not violate the terms of any judgment, decree or order, and shall not violate the rights of any third party
7. This Agreement is subject to English law and the parties agree to submit to the jurisdiction of the English courts in relation to any dispute.
8. All obligations by Recipient under this Agreement shall be joint and several.

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