his Nondisclosure Agreement is made this _____ day of _____________, 20____, between the HELIOS Foundation and _____________________, an organisation organised under the laws of _____________ (hereinafter known as “The Organisation.” The HELIOS Foundation and The Organisation shall collectively be known herein as “the Parties.”

The organisation wishes to evaluate or deploy HELIOS and access services provided by the HELIOS Foundation for internal use.  In the process of such activities HELIOS Foundation may disclose certain proprietary and confidential information and trade secrets and know how to the Organisation under conditions of confidentiality
 
Now it is hereby agreed as follows:
 
1.  INTERPRETATION

For the purpose of this Agreement:

"Confidential Information" shall include:

1.1          information of whatever nature relating to HELIOS or the business of the HELIOS Foundation or its members which is obtained by The Organisation and its agents or advisors in written, pictorial, electronic or oral form from or pursuant to discussions with any of the directors, members, agents or advisors of the HELIOS Foundation;

1.2          information of whatever nature relating to HELIOS or the business of the HELIOS Foundation or its members obtained by observation during visits to the premises of members of the HELIOS Foundation.
“HELIOS” means the humanitarian supply chain application owned and licensed by HELIOS Foundation.
 
2.  UNDERTAKINGS OF THE RECIPIENT

In consideration of Members of the HELIOS Foundation disclosing the Confidential Information to The Organisation, the Organisation hereby undertakes:
 
2.1          to use the Confidential Information so disclosed exclusively for the purpose of evaluating or deploying HELIOS for internal purposes and HELIOS Foundation services for internal use and not for any other purpose;

2.2          to treat and safeguard as private and confidential all the Confidential Information that The Organisation may acquire in any manner;
 
2.3          except as may be required by law, The Organisation will not, whether or not the negotiations proceed, at any time without the prior written consent of the HELIOS Foundation disclose or reveal, or solicit the disclosure of, any Confidential Information, whether directly or indirectly, to any third party;

2.5          upon written request from HELIOS Foundation or members of the HELIOS Foundation The Organisation will immediately return to Members of the HELIOS Foundation all Confidential Information and will expunge all Confidential Information from any computer or other device containing it and confirm compliance with the above in writing to HELIOS Foundation.
 
3.  EXCEPTIONS

The foregoing restrictions on the Recipient shall not apply to any Confidential Information which:

3.1          at the time of disclosure is within the public domain; or

3.2          after disclosure comes into the public domain, other than by reason of breach of any of the undertakings above; or

3.3          is already lawfully in The Organisation or their advisors’ possession (as can be demonstrated by written records or other reasonable evidence); or

3.4          is hereafter disclosed to The Organisation without any obligations of confidence by a third party who has not derived it directly or indirectly from Members of the HELIOS Foundation;

3.5          is required by law to be disclosed provided the Organisation gives HELIOS Foundation as much prior notice as possible of such requirement and co-operates with HELIOS Foundation or any member in challenging such requirement.
 
6    NO WAIVER

Any failure or delay by Members of the HELIOS Foundation in exercising any right, power or privilege contained in this letter will not act as a waiver nor will any single or partial exercise preclude any further exercise.
 
7    BREACH OF THIS AGREEMENT

The Organisation accepts that HELIOS Foundation or members of the HELIOS Foundation shall be entitled to injunctive relief in any court of competent jurisdiction restraining it from committing a breach of the terms of this Agreement or continuing to disclose any Confidential Information to any person. The Organisation agrees to reimburse Members of the HELIOS Foundation for any costs, claims, demands or liabilities of whatsoever nature arising directly or indirectly out of a breach or threatened breach of his obligations under this Agreement.

8    GOVERNING LAW

This Agreement shall be governed and construed in accordance with the applicable laws of England and Wales and the Parties irrevocably agree to the non-exclusive jurisdiction of the courts of England for the resolution of any dispute between the parties arising out of or relating to this Agreement.
 
9  Member rights

Any member of HELIOS Foundation shall be entitled to enforce the terms of this Agreement in relation to Confidential Information which relates to such member.