This Mutual Non-Disclosure Agreement (“Agreement”) is made effective as of the date of submission or acceptance, by and between:
Profin H.D.
Strawberry Fields Digital Hub, Euxton Lane, Chorley, PR7 1PS
Website: profinhd.co.uk
And:
The Website User / Client (“User”)
Any individual, business, or entity submitting information, CAD files, drawings, or project details through this website, or engaging in preliminary project discussions with Profin H.D.
Profin H.D. and the User are each referred to as a “Party” and collectively as the “Parties.” When sharing information under this Agreement, the party sharing is the “Disclosing Party” and the party receiving is the “Receiving Party.”
1. Purpose
The Parties wish to explore or engage in a business relationship involving CAD design, 3D modeling, rapid prototyping, CNC machining, manufacturing, or related technical services (“Purpose”). In connection with the Purpose, either Party may disclose confidential technical, operational, or commercial information to the other.
2. Definition of Confidential Information
“Confidential Information” refers to all non-public, proprietary information shared by either Party electronically (via website uploads, contact forms, or email), physically, or verbally. This includes, without limitation:
- Technical Data: CAD files, 3D models, vector graphics, mechanical drawings, tolerances, material specifications, and geometry.
- Product Data: Physical prototypes, samples, components, tooling, and design concepts.
- Business Data: Pricing structures, quotes, estimates, customer lists, supply chains, and business processes.
3. Exclusions from Confidentiality
Confidential Information does not include information that:
- Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
- Was already lawfully in the possession of the Receiving Party prior to disclosure, without confidentiality restrictions.
- Is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.
- Is required to be disclosed by law, court order, or regulatory authority, provided prompt written notice is given to the Disclosing Party where legally permissible.
4. Mutual Obligations
Each Party agrees to:
- Keep all Confidential Information received from the other Party strictly confidential and apply reasonable care to safeguard it against unauthorized access or disclosure.
- Limit disclosure of the Confidential Information solely to its employees, officers, contractors, or professional advisers who need to know it for the Purpose and who are bound by confidentiality obligations no less restrictive than those in this Agreement.
- Not copy, reverse-engineer, replicate, alter, or commercialize any designs, prototypes, or files provided by the Disclosing Party without prior written consent.
5. Intellectual Property Rights
All Confidential Information, CAD models, drawings, physical prototypes, and technical specifications remain the exclusive property of the Disclosing Party. Nothing in this Agreement transfers ownership or grants any license, express or implied, under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party.
6. Term and Duration
This Agreement applies automatically to all information transmitted through this site or during direct project communications. The non-disclosure obligations set out herein shall remain in force for a period of 3 years from the date the relevant Confidential Information is first received.
7. Governing Law
This Agreement is governed by and construed in accordance with the laws of England and Wales, and both Parties submit to the exclusive jurisdiction of the English courts.
Agreement Acceptance Notice
By submitting files, drawings, project inquiries, or confidential details via this website, or by receiving project specifications from Profin H.D., you acknowledge that you have read, understood, and agreed to be bound by the terms of this Mutual Non-Disclosure Agreement.