Confidentiality
Mutual non disclosure agreement
Many of our conversations begin before anything can be put in writing publicly. This mutual agreement protects both sides from the first discussion. Read it below, sign it online, and you will receive a fully executed copy by email straight away.
Parties
- PORO ADVISORY LTD, a company incorporated in England and Wales under company number 17164237, whose registered office is at 17d Back Lane Wymondham, Norwich, England, NR18 0QB (Poro).
- The organisation identified in the signature block below, at the registered office or principal address given there (the Counterparty).
Poro and the Counterparty are each a Party and together the Parties. Each intends to share information with the other in connection with the Purpose and agrees to the following mutual obligations. Notice emails: Poro buck@poroadvisory.com; Counterparty: the email address given in the signature block.
1 Purpose
The permitted purpose is evaluating and discussing the Purpose stated in the signature block, including the exchange of information needed to assess the proposed scope, approach and commercial terms (the Purpose). Any extension of the Purpose must be agreed in writing by both Parties.
2 Confidential information
Confidential Information means information disclosed by or on behalf of one Party (the Discloser) to the other (the Recipient) for the Purpose on or after the Effective Date, in any form, which is identified as confidential or which a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. It includes non-public business, financial, customer and personnel information; board and regulatory materials; security assessments, vulnerabilities, incidents, system details and resilience plans; proposals, pricing, methods and know-how; and copies, notes or analyses containing or revealing that information. The existence and content of the discussions are also Confidential Information.
3 Use and protection
The Recipient must use Confidential Information only for the Purpose, keep it confidential, and protect it with at least reasonable care and no less care than it uses for its own similar confidential information. It may make copies only as reasonably necessary for the Purpose and must not disclose it except as permitted by this Agreement or with the Discloser's prior written consent.
4 Permitted recipients
The Recipient may disclose Confidential Information to its directors, employees, professional advisers and contractors who need to know it for the Purpose (Representatives). Before disclosure, the Recipient must ensure that they understand its confidential nature and are bound by contractual or professional duties of confidentiality and restricted use at least as protective as this Agreement. The Recipient is responsible for their acts and omissions as if they were its own.
5 Exclusions
The obligations in this Agreement do not apply to information to the extent the Recipient can demonstrate that it: (a) is or becomes publicly available other than through a breach of this Agreement or another duty of confidence; (b) was lawfully known to the Recipient without restriction before disclosure; (c) is lawfully received from a third party entitled to disclose it without restriction; or (d) is developed independently without use of or reference to the Confidential Information.
6 Required and protected disclosures
The Recipient may disclose Confidential Information to the extent required by law, a court, a regulator or another competent authority, including under applicable freedom of information legislation. Where lawful and practicable, it must give the Discloser advance notice, reasonably cooperate with lawful efforts to protect confidentiality, and limit disclosure to what is required. Nothing in this Agreement prevents a disclosure protected by law, reporting suspected crime to law enforcement, or communicating with a regulator where the law protects or permits that communication. No prior consent or notice is required where it would be unlawful or would prejudice a protected report.
7 Unauthorised access or disclosure
On becoming aware of unauthorised access to, use of or disclosure of Confidential Information, the Recipient must notify the Discloser without undue delay, take reasonable steps to contain and mitigate the effects, and reasonably cooperate in addressing the incident.
8 Return and deletion
On the Discloser's written request, the Recipient must promptly stop using and return or securely destroy the Confidential Information, including copies held by its Representatives, and confirm compliance in writing if requested. The Recipient may retain information required by law, regulation or professional obligations, and copies in routine backups which cannot reasonably be separately deleted. Retained information remains subject to this Agreement, must not be used for another purpose, and backup copies must be deleted through the normal retention cycle.
9 Ownership and separate obligations
All intellectual property rights remain with their existing owners. No licence or other right is granted except the limited right to use and copy Confidential Information for the Purpose. Neither Party is obliged to disclose information, enter a transaction or appoint the other. This Agreement does not create a partnership, agency or exclusivity arrangement, or authorise access to or testing of any system. Any services, system access or data processing must be separately agreed as required. Each Party must comply with applicable data protection law. This Agreement does not itself provide a lawful mechanism for restricted international transfers of personal data. Any required data processing terms and transfer safeguards must be in place before the relevant processing or transfer.
10 Duration
This Agreement takes effect on the Effective Date and covers disclosures made until either Party ends further disclosures under it by written notice to the other. The confidentiality and use restrictions continue for five years from each disclosure. For information that constitutes a trade secret under applicable law, those restrictions continue for as long as it remains a trade secret, subject to clause 5. Ending discussions or returning information does not affect these obligations or accrued rights.
11 Remedies
Each Party acknowledges that damages alone may not adequately remedy unauthorised use or disclosure. The Discloser may seek an injunction or other appropriate relief, subject to the court's discretion, in addition to any other available remedies.
12 General terms
This Agreement is the entire agreement between the Parties concerning confidentiality for the Purpose and does not replace any separate services or data protection agreement. Any change must be agreed in writing by authorised representatives of both Parties. A delay in exercising a right is not a waiver. If a provision is unenforceable, the remaining provisions continue in force. No person other than the Parties may enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999. A notice must be in writing and sent by email to the notice address stated above, or by hand or tracked courier to the stated registered office or principal address. Contact details may be changed by written notice. Email notices take effect when the recipient acknowledges receipt, other than by an automated response; hand or courier notices take effect on recorded delivery. This clause does not govern service of legal proceedings. This Agreement may be signed in counterparts and by electronic signature, which together form one agreement.
13 Governing law and jurisdiction
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. The courts of England and Wales have non-exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. Either Party may seek urgent interim or protective relief from any other court of competent jurisdiction.
By signing below, the Counterparty confirms that they have read and agree to this Agreement and are authorised to enter into it on behalf of the organisation named. Poro countersigns electronically on submission, at which point the Agreement takes effect (the Effective Date).
Agreement version v1.0-2026-10
Sign the agreement
Poro Advisory countersigns automatically on submission, and both parties receive the executed copy by email.