NON‑DISCLOSURE AGREEMENT (NDA)

Structured Building LTD

1. Parties
This Non‑Disclosure Agreement is made between:

Structured Building LTD (the “Disclosing Party”); and
The person, firm or company identified in the signature block (the “Receiving Party”).
Together, the Disclosing Party and the Receiving Party are referred to as the “Parties”.

2. Purpose
The Parties wish to share certain confidential information for the purpose of [describe purpose, e.g. discussing potential recruitment services, placements or business collaboration] (the “Purpose”).

3. Definition of Confidential Information
3.1 “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing or in any other form, that is:

marked or described as confidential; or
by its nature would reasonably be considered confidential.
3.2 Confidential Information includes, without limitation:

business plans, strategies, pricing and financial information;
client and candidate names, contact details and requirements;
CVs, employment histories and personal data;
technical information, processes, know‑how and trade secrets.
3.3 Confidential Information does not include information which the Receiving Party can show:

(a) is or becomes publicly available other than through a breach of this Agreement;

(b) was lawfully in its possession before disclosure by the Disclosing Party;

(c) is received from a third party who is not under a duty of confidence; or

(d) is independently developed without use of the Confidential Information.

4. Obligations of the Receiving Party
4.1 The Receiving Party shall:

(a) use the Confidential Information only for the Purpose;

(b) keep the Confidential Information confidential and secure; and

(c) not disclose the Confidential Information to any third party except as permitted under this Agreement.

4.2 The Receiving Party may share Confidential Information with its employees, officers, professional advisers or contractors who:

need to know it for the Purpose; and
are bound by confidentiality obligations no less strict than those in this Agreement.
4.3 The Receiving Party shall be responsible for any breach of this Agreement by persons to whom it discloses Confidential Information.

5. Permitted Disclosures
5.1 The Receiving Party may disclose Confidential Information where required to do so by law, regulation or a court or regulatory authority, provided that (where lawful to do so) it:

gives the Disclosing Party prompt notice of the requirement; and
takes reasonable steps to limit the extent of the disclosure.
6. Data Protection
6.1 Where Confidential Information includes personal data, the Receiving Party shall:

(a) process such data only for the Purpose and in accordance with applicable data protection laws;

(b) keep the data secure and protect it against unauthorised access, loss or damage; and

(c) delete or return the data when it is no longer needed for the Purpose, subject to any legal retention requirements.

7. Term and Survival
7.1 This Agreement comes into force on the date of the last signature below.

7.2 The obligations in this Agreement continue for [X years] from the date of last disclosure of Confidential Information, or until the Confidential Information lawfully enters the public domain, whichever is earlier.

8. Return or Destruction of Information
8.1 At the request of the Disclosing Party, the Receiving Party shall, as far as reasonably practicable:

(a) return or destroy all documents and materials containing Confidential Information; and

(b) delete any electronic copies, except for copies required to be retained by law or for routine backup.

8.2 Any Confidential Information that cannot be returned or destroyed shall continue to be protected in accordance with this Agreement.

9. No Licence or Obligation
9.1 Nothing in this Agreement grants the Receiving Party any licence or rights in the Confidential Information except as expressly set out here.

9.2 Nothing in this Agreement obliges either Party to proceed with any transaction or business relationship.

10. Remedies
10.1 The Receiving Party acknowledges that unauthorised disclosure or use of Confidential Information may cause harm to the Disclosing Party that may not be adequately compensated by damages.

10.2 The Disclosing Party may seek injunctive or other equitable relief, in addition to any other remedies available at law.

11. Governing Law
11.1 This Agreement is governed by the laws of [England and Wales].

11.2 The Parties submit to the exclusive jurisdiction of the courts of [England and Wales].

12. Signatures
For Structured Building LTD (Disclosing Party)

Name: ___________________________

Title: ____________________________

Signature: ________________________

Date: ____________________________

For the Receiving Party

Name: ___________________________

Company (if applicable): ____________________________

Title (if applicable): ____________________________

Signature: ________________________

Date: ____________________________