Non-Disclosure Agreement

This non-disclosure agreement (the ‘Agreement’) is made by and between Hexes (the ‘Agency’) and the Agency’s receptionist (the ‘Recipient’); on behalf of the Agency’s prospective client(s) (the ‘Discloser’).

The Discloser intends to disclose information (the Confidential Information) to the Recipient for the purpose of arranging a meeting(/meetings) with a model(/models) featured on the Agency’s website; and to prove their validity for the Recipient to broker such an encounter (the Purpose). Confidential Information includes, but is not limited to:
I.a. Client name(s).
I.b. Client contact information and address(es).
I.c. Details and requests pertinent and specific to proposed meeting(s).
I.d. Communications between the Recipient and the Agency.

The Recipient acknowledges the Confidential Information is of a private, personally identifying, and perhaps sensitive nature, whereupon the disclosure of which may compromise and/or otherwise be damaging for the Discloser and/or the Agency.

The Recipient thereby undertakes:

II.a. Not to use the Confidential Information for any purpose except the Purpose, unless explicitly requested by the Discloser; evidenced in writing.
II.b. To keep the Confidential Information secure to the best of their ability, within reason, and not to disclose it to any third party or entity – except to the respective model(s) themselves who are required to know the same for the Purpose; who know they owe a duty of confidence to the Discloser, and who – by accepting the terms of the independent contractor agreement (Hexes ICA 20-01-20) – are bound by obligations equivalent to those stated herein.
II.c. To promptly advise the Agency (which will inform the Discloser in due course) if the Recipient becomes aware of any unauthorised disclosure or use of Confidential Information.

In the event the Recipient discloses, or has threatened to disclose Confidential Information in violation of this Agreement, the Agency is entitled to seek an injunction to prevent the Recipient from disclosing the Confidential Information in whole or in part. This provision does not prohibit the Agency from pursuing other remedies, including claiming for damages and losses.

The undertakings in the abovementioned Clause (II) apply to all of the information disclosed by the Discloser to the Recipient, regardless of the way or form in which it is disclosed or recorded, but they do not apply to:
IV.a. Information readily available to the public, or which is brought to the public domain (unless by breach of this Agreement), and/or made public by the Discloser prior to engaging with the Recipient.
IV.b. Information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the Discloser.
IV.c. Information rightfully received by the Recipient from a third party unbound by duty of confidentiality.
IV.d. Information disclosed by operation of law.

While nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any such competent authority, especially where the safety of the Recipient; the Agency’s advertised models and/or the Agency itself is considered to be at risk – IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN CONNECTION WITH THE FAIR USE OF THE CONFIDENTIAL INFORMATION AS DESCRIBED HEREIN.

In accordance with the terms described in the Agency’s website’s disclaimer, the Recipient AND the Discloser agree to have their conversations recorded for the purpose of review by the Agency, to ensure best practices are observed. Hereunto, the Recipient and/or the Agency will:
VI.a. Delete these provisional copies and records of communication (which may be construed and treated as Confidential Information) between the Recipient and Discloser, without further action or request required from the Discloser, once the aforementioned review process is complete; unless prohibited by operation of law.
VI.b. Retain certain information – such as a contact details, and associated given name – which may be used by the Agency and Recipient to identify the Discloser as a valid (and returning) client, and thus ensure the Agency’s ambitions to provide the most efficient and secure service.
VI.c. Delete ALL Confidential Information which may exist in any form, if such is requested by the Discloser, at any point.
VI.c.i) The Recipient will comply with the Discloser’s request for deletion at the earliest opportunity, unless the Discloser has meetings pending or in session; or if deletion would hamper legal investigation, or otherwise pervert the course of justice.
VI.c.ii) Where the Discloser explicitly requests the deletion of ALL information, including name(s) and contact information, neither the Recipient, nor the Agency will be at fault, nor liable for any possible difficulties or impediments the same Discloser may encounter with regards to commissioning the Agency’s services again beyond this point.

The undertakings in Clause (II) will continue in force indefinitely from the date of this Agreement.

VIII.a. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.
VIII.b. If any provision of this Agreement is deemed invalid, unlawful or unenforceable, the remaining portions of the Agreement will persist in full force, as construed, to most adequately effectuate the original intent of this Agreement.