Non Disclosure Agreement

NON DISCLOSURE AGREEMENT

1. Winning Edges shall not use or disclose to any person either during or at any time after Winning Edges’ engagement by the Client any confidential information about the business or affairs of the Client [or any other company in its group] or any of its business contacts, or about any other confidential matters which may come to Winning Edges’ knowledge in the course of providing the Services. For the purposes of this clause, confidential information means any information or matter which is not in the public domain and which relates to the affairs of the Client [or any other company in its group] or any of their business contacts.

2. The restriction in clause 1 does not apply to:
a. any use or disclosure authorised by the Client or as required by law; or
b. any information which is already in, or comes into, the public domain otherwise than through Winning Edges’ unauthorised disclosure.

3. Winning Edges hereby agrees that during the course of the appointment under this Agreement, they are likely to obtain knowledge of trade secrets, and also other confidential information with regard to the business and financial affairs of the Client and those of the Client’s clients, customers and suppliers details of which are not in the public domain and accordingly Winning Edges hereby undertakes to and covenants with the Client that:
a. he or she shall not at any time after the Termination Date use or procure the use of the name of the Client in connection with his or her own or any other name in any way calculated to suggest that he or she continues to be connected with the business of the Client or in any way hold himself or herself out as having such connection;
b. Winning Edges shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Services; and
c. Winning Edges and their employees shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Client, whose province it is to know the same, any Confidential Information. Winning Edges shall use their best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.

4. The restrictions set out in Clause 3 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Contractor.

5. All documents, manuals, hardware and software provided for Winning Edges’ use by the Client, and any data or documents (including copies) produced, maintained or stored on the Client’s computer systems or other electronic equipment (including mobile phones if provided by the Client), remain the property of the Client.

6. Upon the expiration or termination of his or her appointment under this Agreement for whatsoever cause, Winning Edges associates shall forthwith deliver up to the Client or its authorised representative all keys and any swipe card, credit cards, computer hardware or software, books, documents, account records and any other papers which may be in his or her possession, custody or control and which are the property of the Client or which otherwise relate in any way to the business or affairs of the Client and no copies of the same or any part thereof shall be retained by Winning Edges. Winning Edges shall then (if required by the Company) make a declaration that the whole of the provisions of this Clause have been complied with.