Non-Disclosure Agreement
Effective date: 1 January 2025
This Non-Disclosure Agreement ("NDA") sets out the terms under which confidential information may be shared between you ("the Recipient") and Signature Capital ("the Discloser") in connection with any loan, insurance, guarantee, leasing enquiry, partnership discussion, or other business relationship.
1. Definition of Confidential Information
"Confidential Information" means any information disclosed by either party, whether orally, in writing, electronically, or in any other form, that is designated as confidential or that reasonably ought to be understood as confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to:
- Business plans, financial records, projections, pricing, and strategy.
- Customer lists, supplier details, and operational processes.
- Personal data, credit information, and KYC documentation.
- Technical data, software, algorithms, and proprietary methodologies.
- Terms of any proposed or existing facility, transaction, or partnership.
- Any information marked or identified as confidential at the time of disclosure.
2. Obligations of the Recipient
The Recipient agrees to:
- Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent of the Discloser.
- Use Confidential Information solely for the purpose for which it was disclosed, including evaluating or progressing the relevant application, transaction, or relationship.
- Restrict disclosure of Confidential Information to employees, advisers, or agents who have a legitimate need to know and who are bound by equivalent obligations of confidentiality.
- Take all reasonable steps to prevent unauthorised disclosure, copying, or use of Confidential Information, applying at least the same degree of care used to protect its own confidential information.
3. Exclusions
Confidential Information does not include information that:
- Was already known to the Recipient at the time of disclosure, as demonstrated by written records.
- Is or becomes publicly available through no fault or breach by the Recipient.
- Is lawfully received from a third party without restriction and without breach of any obligation of confidentiality.
- Is independently developed by the Recipient without reference to or reliance on the Confidential Information.
- Is required to be disclosed by law, regulation, or order of a competent authority, provided the Recipient gives the Discloser prompt written notice to the extent legally permissible.
4. Return or Destruction
Upon written request by the Discloser, or upon termination of the relationship between the parties, the Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has done so. The Recipient may retain copies as required by law or internal compliance policies, subject to ongoing confidentiality obligations.
5. No Licence or Obligation
Nothing in this NDA grants the Recipient any licence, right, or interest in the Discloser's intellectual property, Confidential Information, or business. Disclosure of Confidential Information does not constitute an offer, commitment, or obligation to enter into any transaction.
6. Remedies
The Recipient acknowledges that any unauthorised disclosure of Confidential Information may cause irreparable harm for which monetary damages may not be an adequate remedy. The Discloser shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other rights available at law.
7. Duration
The obligations under this NDA shall survive for a period of three (3) years from the date of disclosure, or until the Confidential Information ceases to qualify as confidential, whichever is earlier. For personal data, the obligations shall continue in accordance with applicable data protection legislation.
8. Governing Law
This NDA is governed by and construed in accordance with the laws of the Republic of Kenya. Any disputes arising under this NDA shall be subject to the exclusive jurisdiction of the courts of Kenya.
9. Contact
For questions about this NDA or to request a signed copy, please contact us at info@signaturecapital.co.ke or visit our contact page.
