MUTUAL NON-DISCLOSURE AGREEMENT

MUTUAL NON-DISCLOSURE AGREEMENT
 THIS AGREEMENT is made this on day of training registration
 BETWEEN:
 MDSec Consulting limited, a company incorporated under the laws of England (registered number 7909398) whose registered office is at 32a Park Green, Macclesfield, Cheshire (‘MDSec)
 AND [1] __<STUDENT OF TRAINING>_______________________ 
 NOW THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement, the parties hereto agree as follows:

THE CONFIDENTIAL INFORMATION
 'Confidential Information' means all information relating to the Adversary Simulation and Red Team Tactics training course, including but not limited to licenses, training slides, training environments, tradecraft, content or any such material communicated or received in any way whatsoever including, but not limited to, orally, in writing, electronically or obtained through observation.
 'Disclosing Party' means MDSec Consulting Limited.
 'Permitted Purpose' means for use during the specified training course and for the agreed duration of the training delivery.
 'Receiving Party' means the party receiving the Confidential Information, specifically the individual named in [1]. 

DISCLOSURE OF INFORMATION
 2.1    The Receiving Party agrees that it will only use the Confidential Information of the Disclosing Party for the Permitted Purpose, at all times keep the Confidential Information of the Disclosing Party secret and confidential, that it shall take all necessary and appropriate action to safeguard the Confidential Information of the other party and that the Confidential Information shall be stored and handled in such a way as to prevent unauthorised disclosure. 
 2.2    The Receiving Party shall not at any time without the prior written consent of the Disclosing Party:
 a)    use any of the Confidential Information otherwise than for the Permitted Purpose and (without prejudice to the generality of the foregoing) shall not use any of the Confidential Information for research into or development, production or marketing of any product or service which does not form part of the Permitted Purpose; or
 b)    disclose any of the Confidential Information to any third party,
 c)    permit or procure any third party to act on or use any of the Confidential Information (whether or not such third party is aware of the confidentiality of such Confidential Information).

EXCLUDED INFORMATION
 The obligations pursuant to this Agreement shall not apply to any information which is: 
 (a)    already lawfully in the possession of the Receiving Party prior to its disclosure to the Receiving Party by the Disclosing Party;
 (b)    becomes publicly known, otherwise than as a consequence of a breach of any confidentiality obligations arising under the provisions of this Agreement or any other agreement;
 (c)    developed independently by the Receiving Party;
 (d)    disclosed by the Receiving Party to satisfy a legal demand by a competent court of law or governmental body ('Government Authorities') provided that if reasonably possible in these circumstances the Receiving Party shall advise the Disclosing Party prior to disclosure so that the Disclosing Party has an opportunity to defend, limit or protect against such production or disclosure.  The Receiving Party shall disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party shall exercise its reasonable efforts to obtain a protective order or other reliable assurance from such Government Authorities that confidential treatment will be accorded to any Confidential Information required to be disclosed; or
 (e)    disclosed to a third party pursuant to written authorisation from the Disclosing Party.

TITLE
 All Confidential Information of the Disclosing Party is acknowledged by the Receiving Party to be the property of the Disclosing Party and the disclosure of the Confidential Information shall not be deemed to confer any rights to that Confidential Information on the Receiving Party.

DISCLAIMER
 Any Confidential Information shall be supplied solely to assist the Receiving Party to carry out the Permitted Purpose and is accepted by the Receiving Party on the basis that although the Disclosing Party has made reasonable efforts to ensure that the Confidential Information will be helpful, the Disclosing Party gives no assurance as to its accuracy, completeness or adequacy for that purpose.  The Receiving Party shall rely exclusively on the results of its own investigation.

ASSIGNMENT
 Neither party shall be entitled to assign the benefit or burden of this Agreement.

AMENDMENTS
 No amendment or waiver of any of the provisions of this Agreement shall be effective unless made in writing and signed by both parties to this Agreement.

ENFORCEMENT
 No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other such right, power or privilege.  The parties agree that the Disclosing Party would be irreparably injured by a breach of this Agreement by the Receiving Party and that the Disclosing Party shall be entitled to equitable relief, including injunctive and specific performance, in the event of any breach of this Agreement by the Receiving Party.

ENTIRE AGREEMENT
 This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements between the parties, whether written or oral, with respect to the subject matter of this Agreement.  This clause shall not exclude the liability of either party to the other in respect of any fraudulent misrepresentations made by it to the other.

SEVERABILITY
 In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein, and the Agreement shall be carried out as nearly as possible according to its original terms and intent.

TERMINATION
 The obligations set forth herein shall survive after termination of the Permitted Purpose and after return of any Confidential Information.

COUNTERPARTS
 This Agreement may be executed in counterparts, all of which shall constitute one agreement.

NOTICES
 18.1    Any notice to be given under this Agreement shall be in writing in English and shall be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by first class post or facsimile transmission to the address or facsimile number of the receiving party as set out in clause 18.2 below or such other address or facsimile number as shall have been notified to the other party in accordance with the provisions of this clause 18.  Any such notice or other communication shall be deemed to be given: 
 (a)    at the time when the same is handed to or left at the address of the party to be served;
 (b)    by post, on the day (not being a Sunday or public holiday) 2 days following the day of posting; and
 (c)    in the case of a facsimile transmission, at the time of dispatch, provided that the dispatcher shall have received electronic or other confirmation of dispatch.
 18.2    The address of the parties for the purposes of this clause 18 are as follows:-

MDSec:
     FAO: Managing Director
     32a Park Green
     Cheshire
     SK11 7NA

In proving the giving of a notice it shall be sufficient to prove that the notice was left at the correct address or that the envelope containing the notice was properly addressed and posted or that the applicable means of telecommunications was properly addressed and dispatched (as the case may be).

CHOICE OF LAW AND SUBMISSION TO JURISDICTION
 19.1    This Agreement shall be governed by and interpreted in accordance with English law. 
 19.2    The parties hereby submit to the non-exclusive jurisdiction of the High Court of Justice in England, but this Agreement may been forced in any Court of competent jurisdiction.
  

IN WITNESS WHEREOF, the parties have caused their duly authorised representative to execute this Agreement on the date hereof:

For and on behalf of
 MDSEC CONSULTING LIMITED
 By:    Dominic Chell____________________________
 Name:    ______________________________
 Title:    Director_________________________________
 Signed by:
 By:    ___<STUDENT>_____________________
 Name:    __<STUDENT>____________________
 Title:    _______________________________
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