Confidential Disclosure Agreement (CDA)

CONFIDENTIAL DISCLOSURE AGREEMENT

• The “Discloser” is GABA Labs Ltd, a company registered in England & Wales (company number 10186384) with its registered office at: Old Town Court, 70 Queensway, Suite 2, Hemel Hempstead, England, HP2 5HD, UK
• The “Recipient” is the digital signatory of this form below
• Together, they are the ‘’Parties’’

In connection with the exchange of confidential information by the Parties and their respective Affiliates regarding the opportunity to advise, support, research, develop, codevelop, collaborate, promote, distribute, manufacture, provide funding or commercialize one or more compounds or products (the “Purpose”), the Parties are prepared to provide or have already provided to each other and/or their respective Affiliates certain information which may be considered a trade secret, and/or proprietary, and/or confidential and/or sensitive and/or non-public (“Confidential Information” as defined below).  To ensure protection of such Confidential Information the Parties agree as follows:

1. As used herein, “Affiliate” means any legal entity which controls, is controlled by or is under common control with a Party, “control” meaning the holding directly or indirectly of 50% or more of the share capital or other voting rights of the relevant entity and/or the ability to control the management of the entity by other means.
2. As used herein, “Confidential Information” shall have the following meaning:
   1. Discloser’s “Confidential Information” includes, but is not necessarily limited to, all information relating to current, past or present design, compound, formulation, schema, drawing, specification, invention, product, project, process, method, service, business model, business plan, commercial model, work effort, activities, customers, partners, suppliers, opportunity, and any other information provided by the Discloser and/or its Affiliates to the Recipient and/or its Affiliates either on, after or before the date of this Agreement in whatever form, including written, electronic, or spoken word.
   2. Both Parties agree that the information will not be considered “Confidential Information” to the extent, and only to the extent, that the Recipient can prove by written record that such information is:
      1. already known to Recipient or its Affiliates free of any confidentiality obligation owed directly or indirectly to the Discloser and/or its Affiliates; or
      2. becomes publicly known through no wrongful act of or breach of this CDA by Recipient or its Affiliates; or
      3. is rightfully received, free from any obligation of confidence, by Recipient or its Affiliates from a third party without breach by the third party of a confidentiality obligation; or
      4. is independently developed by Recipient’s Agents or those of its Affiliates without reference to or use of the Confidential Information; or
      5. is required to be disclosed pursuant to law, regulation, court order or request by governmental agency and Recipient provides (to the extent that it is permitted to do so by applicable law) Discloser with timely prior written notice of such requirement.
3. Recipient agrees to regard and preserve as confidential, all Confidential Information which may be obtained from or on behalf of Discloser and/or its Affiliates.  Recipient agrees it shall not, without first obtaining the prior written consent of Discloser, release or make available to any person, firm or enterprise, reproduce or transmit, or use (directly or indirectly) for its own benefit or the benefit of others, any Confidential Information, except that Recipient may use the Confidential Information for the Purpose only.  Recipient agrees that its own use and/or distribution of Discloser’s Confidential Information shall be limited to its and its Affiliates employees, officers, consultants and sub-contractors (collectively “Agents”), provided that Recipient shall only disclose Confidential Information to its and its Affiliate’s Agents, as is necessary for the Purpose and subject to confidentiality obligations no less onerous than those set out in this CDA.  The provision of Confidential Information by or to an Affiliate of a Party or to their respective Agents shall be deemed disclosure by or to that Party.  Each Party shall be liable for any breach of this CDA by its Affiliates, its Agents and its Affiliate’s Agents and in the event of breach of this CDA by the Recipient, its Affiliates and/or their respective Agents, the Discloser shall be entitled to seek to recover both its own losses and the losses of its Affiliates arising and/or resulting from the breach.  The remaining provisions of this CDA shall have effect subject to this clause.
4. Recipient agrees to ensure compliance with its confidentiality obligations by those parties to whom it provides access to or use of Discloser’s Confidential Information under this agreement. Recipient agrees that if there is a breach or threatened breach of the provisions of this CDA, Discloser may not have an adequate remedy in money or damages and accordingly shall be entitled to seek injunctive relief.  No specification in this CDA of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of breach or threatened breach of this CDA.
5. Except as expressly provided in this CDA, neither this CDA, nor any furnishing of information under it, will be construed as creating, conveying, transferring, granting or conferring upon the other, any rights, license or authority in or to the Confidential Information provided, all right, title and interest  in relation to which shall be retained by and are hereby expressly reserved to the Discloser.
6. Both Parties acknowledge and agree that disclosure and receipt of Confidential Information hereunder shall not commit or bind either party to enter into a further contract.  Recipient shall not rely on any Confidential Information provided as a commitment or an inducement to act or not to act in any given manner.  Correspondingly, Discloser shall not be liable to Recipient in any manner whatsoever, including, without limitation, for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, based on Recipient’s use or reliance on any Confidential Information provided pursuant to this CDA.
7. Recipient agrees that upon written request of Discloser, Recipient shall promptly destroy any Confidential Information provided under this CDA, as well as any notes, correspondence, documents or other records based thereon which are then in its possession except that:- (i) Recipient may keep such copies of Confidential Information as it is required to do so by law; and (ii) Recipient may be permitted to keep such copies of Confidential Information as are stored in its archived electronic files, provided that such files are accessible only to those persons engaged by the Recipient or its Affiliates to be responsible for the safe and secure storage of such files.
8. This CDA contains the entire agreement between Discloser and Recipient concerning the subject matter hereof and no modification or amendment of this CDA or of the terms and conditions hereof will be binding upon either of the Parties unless signed by both Parties.  Disclosure of Confidential Information to Recipient shall not create or modify any contractual or other relationship or obligation of any kind between the Parties. 
9. In any action to enforce the terms of this CDA, the prevailing Party shall be entitled to seek to recover reasonable attorney’s fees and other legal expenses from the court.
10. This CDA will expire five years from date of execution; provided, that the Parties’ obligations of confidence shall survive and remain in effect with respect to any particular Confidential Information received hereunder for ten years from the date of receipt of such Confidential Information.
11. This CDA shall be governed by and be construed in accordance with the laws of England and Wales, whose courts shall have exclusive jurisdiction over any and all disputes arising out of or in connection with it.