NON-CIRCUMVENTION POLICY

BETWEEN:

• You (Client)

• Success with Systems Ltd

BACKGROUND:

Success with Systems Ltd values the confidentiality of information shared with us and is committed to protecting the sensitive details of our clients and partners. This Non-Circumvention Policy outlines the measures we take to ensure that any confidential information disclosed to us is protected and used appropriately.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

• Confidential Information: Any non-public information related to the business of the disclosing party, including but not limited to:Information specifically designated as confidential.
  Information provided by third parties requiring confidentiality.
  Information reasonably regarded as confidential or commercially valuable.
  Details about ongoing discussions and negotiations related to our services.
  Excludes information that becomes publicly available (other than through a breach of this policy) or was lawfully in possession of the recipient before disclosure.
  

• Disclosing Party: The party that provides or makes available Confidential Information.

• Purpose: Marketing, design, development, CRM development, sales, and lead generation services.

• Recipient: The party that receives or obtains Confidential Information.

• Representative: Employees, agents, officers, advisors, and other representatives of the recipient.

2. OBLIGATIONS OF CONFIDENTIALITY

2.1 The recipient shall:

• Keep the Confidential Information strictly confidential and use it solely for the Purpose.

• Not disclose or make the Confidential Information available to any third party without prior written consent from the disclosing party.

• Maintain the Confidential Information securely to prevent unauthorized access.

2.2 Disclosure to Representatives:

• Confidential Information may be shared with Representatives who need to know it for the Purpose, provided they are informed of its confidential nature and agree to comply with this policy.

2.3 Legal Disclosure:

• Confidential Information may be disclosed if required by law, governmental authority, or court order, with prior notice to the other party when legally permissible.

2.4 Security Measures:

• Adequate security measures will be maintained to safeguard Confidential Information from unauthorized access or use.

2.5 Public Announcements:

• No public announcement regarding the Purpose will be made without prior written consent from the other party.

3. NON-CIRCUMVENTION

3.1 For a period of 100 days from the date of disclosure, the recipient agrees not to:

• Initiate, solicit, negotiate, or enter into any business transactions with any third party identified or introduced by the disclosing party in connection with the Purpose without prior written consent.

• Bypass, compete, avoid, or circumvent the disclosing party regarding any business opportunity related to the Purpose using the Confidential Information.

3.2 Any financial gain from a breach of clause 3.1 will be held in trust for the disclosing party and transferred to their nominated account, with interest accruing at 4% per annum above Barclays Bank’s base rate from the due date until payment.

3.3 The disclosing party retains the right to claim damages in addition to the remedies outlined above for any breach of this policy.

4. WARRANTIES AND INDEMNITIES

4.1 The disclosing party warrants the right to disclose its Confidential Information and authorize its use for the Purpose.

4.2 The recipient agrees to indemnify the disclosing party against all liabilities, costs, expenses, damages, and losses arising from any breach of this policy.

5. TERM AND TERMINATION

5.1 If either party decides to cease involvement in the Purpose, they will notify the other party immediately. Obligations regarding Confidential Information will continue for two years following termination of the relationship.

5.2 Termination does not affect accrued rights or remedies to which either party is entitled.

6. ASSIGNMENT

6.1 No party may assign, sub-contract, or deal with any of its rights or obligations under this policy without prior written consent from the other party.

7. NOTICES

7.1 Any notice required under this policy shall be in writing, delivered by email, and deemed received at the time of successful transmission to the commonly used email address of the other party.

8. NO PARTNERSHIP

8.1 Nothing in this policy establishes any partnership or joint venture between any of the parties, nor authorizes any party to make or enter into any commitments for or on behalf of the other party.

9. THIRD-PARTY RIGHTS

9.1 A person who is not a party to this policy shall not have any rights under or in connection with it.

10. GOVERNING LAW AND JURISDICTION

10.1 This policy and any disputes arising out of or in connection with it shall be governed by and construed in accordance with English law.

10.2 The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any disputes arising out of or in connection with this policy.

For more information or to discuss any aspect of this policy, please contact us at accounts@successwithsystems.co.uk.