This Non-Disclosure Agreement (“Agreement”) is entered into between SMBF (hereinafter referred to as “SMBF Network”) and the undersigned individual or entity (hereinafter referred to as the “Recipient”) with respect to the disclosure of confidential information relating to SMBF Network and its members.

  1. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” shall mean any and all information disclosed by SMBF Network, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is marked as confidential or that the Recipient knows or has reason to know should be treated as confidential. Confidential Information may include, but is not limited to, business plans, financial information, marketing strategies, member lists, and any other proprietary information related to SMBF Network and its members.

  1. Obligations of Recipient

Recipient agrees to hold in strict confidence and not to disclose, directly or indirectly, any Confidential Information received from SMBF Network, whether in written, oral, or other form, to any third party without the prior written consent of SMBF Network. Recipient further agrees to use the Confidential Information solely for the purpose of participating in activities facilitated by SMBF Network and to refrain from using the Confidential Information for any other purpose.

  1. Exceptions

Recipient’s obligations under this Agreement shall not apply to any information that:

  • Is or becomes publicly known through no fault of the Recipient;
  • Was rightfully known to the Recipient prior to disclosure by SMBF Network;
  • Is independently developed by the Recipient without the use of or reference to the Confidential Information; or
  • Is rightfully obtained by the Recipient from a third party without restriction on disclosure.
  1. Duty to Protect Confidential Information

Recipient agrees to take all reasonable measures to protect the confidentiality of the Confidential Information and to prevent unauthorized disclosure, including, but not limited to, implementing appropriate physical, electronic, and managerial safeguards.

  1. Duration of Agreement

This Agreement shall remain in effect for a period of [Insert Duration], commencing on the date of signing, and shall continue thereafter until the Confidential Information is no longer deemed confidential by SMBF Network or is publicly disclosed through no fault of the Recipient.

  1. Return of Confidential Information

Upon the request of SMBF Network or upon termination of this Agreement, Recipient agrees to promptly return or destroy all Confidential Information received from SMBF Network, including any copies or reproductions thereof, and to provide written certification of such return or destruction upon request.

  1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Kingdom.

  1. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.