This non-disclosure agreement contains the main terms of disclosure and confidential information received by the Contractor from the Users during providing Hypoworry`s Services through the Hypoworry website located at www.hypoworry.com. operated by Hypoworry LTD of 284 Chase Road A Block Unit 221, 2nd Floor, London, United Kingdom, N14 6HF (“Hypoworry”).

WHEREAS

For the purpose of providing certain Therapy Services on and through the www.hypoworry.com website (the “Purpose”), Hypoworry may disclose certain Confidential Information to the Contractor. The Parties have agreed that disclosure and use of Confidential Information shall be made on the terms and conditions of this Agreement.

IT IS AGREED as follows:

• DEFINITIONS.

“Confidential Information” means any and all information, oral as well as written, that the Contractor receives from Hypoworry, and which is related to Hypoworry’s concept, know-how, technology, marketing planning, strategies, research and development plans and results, databases, technology, inventions, trade secrets, technical information, plans, specifications, methods of operations, product and service information, and code including but not limited any source or software code, including source (human readable) code, proprietary information, technical data, research, configuration information, any collection of code, with or without comments, written using a human-readable programming language, and the like. However, information shall not be considered as Confidential Information if Hypoworry expressly declares it to be non-confidential. Confidential Information also includes, but is not limited to, images, logos, content, descriptions, service offering, texts and descriptions, software source code or any related codes in all formats, business plans, customers or users, analytical data, documentation, and correspondences that have not otherwise been made publicly available. 

• INTERPRETATION.

1. 1. In this Agreement, unless the context indicates a contrary intention:
      1. references to clauses are, unless otherwise stated, references to clauses of this Agreement;
      2. references to this Agreement are to this Agreement as amended from time to time in accordance with the terms of this Agreement or otherwise with the agreement of the Parties; 
      3. where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
   2. Words denoting the singular include the plural and vice versa; words denoting the masculine, feminine and neuter genders shall indicate other genders; words denoting persons include natural persons, bodies corporate and statutory bodies.
   3. The headings to the clauses are for convenience only and shall not affect their interpretation.
   4. This Agreement or any provision thereof shall not be construed adversely against a Party because that Party prepared or drafted it or is seeking to rely on it. 

• CONFIDENTIALITY UNDERTAKING.

1. 1. The Contractor undertakes to:
      1. keep secret and hold in confidence any Confidential Information;
      2. not, without the written consent of Hypoworry, use the Confidential Information for any purpose other than the Purpose, or such other purpose as may be agreed upon in writing between the Parties;
      3. take all steps necessary to prevent Confidential Information from being disclosed or delivered to any other person or associate than those employees or advisers of the Contractor directly concerned with the Purpose;
      4. see to it that all persons who receive Confidential Information on behalf of the Contractor are duly notified of this obligation of confidentiality. However, such notice will not disclaim the Contractor from responsibility for the person or associate in question or otherwise under this Agreement;
      5. not make any record or copy of any drawing, description, specification, or other document or other disclosure or embodiment of the Confidential Information without the prior written consent of Hypoworry; and
      6. not copy, reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying, the Confidential Information.

• PERMITTED DISCLOSURE.

1. 1. The confidentiality undertaking set forth in Clause 3 above shall not apply to any Confidential Information that the Contractor can establish:
      1. is or becomes available to the public other than as a result of a disclosure by the Contractor in breach of this Agreement or any confidentiality undertaking;
      2. was available to the Contractor on a non-confidential basis prior to its disclosure to the Contractor;
      3. has been developed independently of Hypoworry’s Confidential Information; or
      4. that it is required to disclose by law or by the rules of any regulatory body to which the Contractor is subject, provided that it provides reasonable prior notice to Hypoworry, unless a court prohibits such notice.

• RETURN OF CONFIDENTIAL INFORMATION.

1. 1. The Contractor shall comply promptly with any written request from Hypoworry to, and shall in any event upon termination of the Agreement, destroy or return all of Hypoworry’s Confidential Information (including, without limitation, all copies, summaries and extracts of such Information) then in the Contractor ’s control, power or possession, except to the extent that the same form part of: 
      1. the permanent records of the Contractor which it is bound by law or regulatory requirement to preserve and/or 
      2. any electronic records which are customarily backed up in the normal course of the Contractor ’s business, in which event the Contractor may retain such Confidential Information in strictest confidence and shall make no further use of the Confidential Information. 

• TERM.

1. 1. This Agreement shall become effective on the day it has been duly signed by both Parties (the “Effective Date”). 
   2. The provisions of this Agreement shall however apply retroactively to any Confidential Information, which may have been disclosed in connection with discussions and negotiations regarding the Purpose prior to the Effective Date.
   3. This Agreement shall remain in force for five years from the date on which the final piece of Confidential Information was disclosed.

• NO OBLIGATION TO CONTRACT.

Nothing in this Agreement shall be construed as compelling Hypoworry to disclose Confidential Information to the Contractor nor to enter into any agreement with the Contractor . 

• DAMAGES.

The parties agree that damages alone shall not be an adequate remedy in the event of any breach or threatened breach of the provisions of this Agreement. Without prejudice to any other remedy it may have, Hypoworry shall be entitled to seek relief by way of an injunction and/or specific performance, for any threatened or actual breach by the Contractor of this Agreement, without the need to prove or quantify loss or damage. 

• NO WARRANTY.

1. 1. Each party acknowledges that Hypoworry does not accept responsibility or liability (or make any representation, statement or expression of opinion or warranty, express or implied) with respect to: 
      1. the accuracy, completeness or any other qualities of the Confidential Information; or 
      2. as to whether they have any rights to use, disclose or grant rights in the Confidential Information or whether such use or disclosure will infringe the rights of any third party, unless and until such representation, statement or expression of opinion or warranty is expressly incorporated in writing into a separate legally binding contract executed between Hypoworry and the Contractor . 
   2. However, this clause shall not apply to fraudulent misrepresentation. 

• PERSONAL DATA.

1. 1. If Confidential Information hereunder includes Personal Data, the Contractor shall comply with applicable Professional or Medical secrecy laws, the UK`s Data Protection Act (“DPA”) and the EU General Data Protection Regulation (“GDPR”) and not by any act or omission put Hypoworry in breach of the Act in connection with any Personal Data. 
   2. In addition to its obligations in the previous sentence, the Contractor shall: 
      1. ensure that appropriate technical and organisational measures are in place to protect any such Personal Data against unauthorised or unlawful processing and against accidental loss, destruction or damage; 
      2. provide full cooperation and assistance to Hypoworry in allowing Data Subjects to have access to that Personal Data and/or to ensure that the Personal Data is deleted or corrected if it is incorrect; and 
      3. not transfer Personal Data without ensuring that an adequate level of protection is in place in respect of it pursuant to the requirements of the DPA and the GDPR. 

• GENERAL.

1. 1. All notices shall be given to us by e-mail. Such notice will be deemed received, the day of sending if the notice is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
   2. No variation of this Agreement or amendment to this Agreement shall be valid unless agreed in writing and signed by both Parties. 
   3. Neither party shall without the prior written consent of the other party assign or transfer this Agreement or any part of it to any other entity. 
   4. Failure by either party to enforce any provision of this Agreement shall not be deemed to be a waiver of future enforcement of that or any other provision. 
   5. Nothing in this Agreement shall constitute or be construed as constituting a partnership or joint venture between the parties or shall authorise one party to enter into contractual relationships or incur obligations on behalf of the other party. 
   6. No one other than a party to this agreement has any right to enforce any of its terms.
   7. This Agreement represents the entire agreement between the parties relating to the Confidential Information and supersedes all prior agreements, arrangements and understandings between the parties relating to the Confidential Information and each party agrees that it will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of the other party prior to signing this Agreement which such party relied upon in entering into this Agreement whether such statement was made orally or in writing. 
   8. The Parties shall attempt to resolve any dispute arising out of or relating to this Agreement through negotiations between their appointed representatives who have the authority to settle such disputes. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.
   9. Any Party, before or during any arbitral proceedings, may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests pending completion of the arbitral proceedings.
   10. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its choice of law provisions.