Hello can you briefly explain to me what the NDA below contains ? :

Dear Sirs,
The Parties hereto wish jointly to discuss, and have discussed, the possibility of you
providing your services as an ‘intern’ for us on the upcoming project(s) by Mowalola
("Project") the details of which have not yet been released or in any other way
communicated to the public. (“Confidential Material”).
For the opportunity to render service to, for or on behalf of, and otherwise being granted
access to, us, Mowalola and/or any Mowalola’s associates. In consideration of the sum of
one pound (£1) paid by us to you (the receipt and sufficiency of which you hereby
acknowledge) you hereby agree and undertake as follows:
1. The undertakings provided by you set forth below shall be binding upon you and
all your respective associated companies and associates and all officers, employees,
family members, servants, agents or professional advisers (“Relevant Person”).
2. This undertaking extends to all rights, interest information, documentation, and
material of whatever nature in whatever form relating to the Project (including without
limitation the Confidential Material) received by you from us, or through our agents,
employees or officers and information obtained as a result of being allowed access to the
Project as well as any information that you, your employees, contractors, associates and
affiliates may come into contact with and/or have access to by virtue of your involvement
in the Project relating to us, Mowalola Ogunlesi. You hereby acknowledge and agree to
treat all such information as strictly confidential (after as well as during the Project) and
you agree (and shall procure that your employees, contractors, associates and affiliates
agree):
2.1. to keep confidential and not to divulge, disclose or use for your (or their) own
purpose or any other’s purposes (whether directly or indirectly) any Confidential
Information;
2.2. not to publish in any media of any kind (including without limitation any
newspaper, magazine or on any internet website or similar electronic medium or any
form of social media, including without limitation Facebook, Twitter, Instagram, Snapchat,
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1NDA – Mowalola – 11.5.21
LinkedIn, Tik Tok, You Tube and Pinterest) whether now known or hereafter invented any
article, information, data, recording, photograph, image, audio, audio-visual recordings
or other material which comprises or contains any Confidential Information;
2.3 not to give any radio, television or other media interview about or containing any
Confidential Information; and
2.4 not to remove any documents or tangible items which belong to us or Mowalola
Ogunlesi or which contain any Confidential Information from any premises unless
authorised by us in writing.
2.5 For the purposes of this Agreement, Confidential Information includes:
2.5.1 any information (a) relating to the Project or (b) relating to or belonging to us,
Mowalola Ogunlesi, our businesses or the personal affairs of Mowalola Ogunlesi;
2.5.2 any information which is confidential or is commercially sensitive (whether or not
marked “confidential”) and which may not be readily available to the general public either
at all or without significant expenditure of labour, skill or money;
2.5.3 any information, data, recordings, photographs (including without limitation
photographs taken by you and/or your employees, contractors, associates or affiliates
which feature Mowalola Ogunlesi), images, audio, audio visual recordings or other
material relating to us and/or Mowalola Ogunlesi and his family, including but without
limitation, details of their private lives and lifestyles which may be of interest or value to,
amongst others, the press, gossip writers, or any other information which might
reasonably be regarded by us or Mowalola Ogunlesi as confidential; and
2.5.4 the Confidential Material.
3. You shall treat all Confidential Information as strictly private and confidential and
shall take all steps necessary to prevent it from being disclosed or made public to any
third party by any Relevant Person or coming by any means into the possession of any
third party.
4. You shall use the Confidential Information solely as directed by us or to perform
any obligations which you may undertake or have undertaken with our prior approval and
you shall not use any part of the Confidential Information supplied to you for any other
purpose whatsoever.
5. You shall not use or disclose or permit the disclosure by any person of the
Confidential Information for the benefit of any third party or in such a way as to procure
that you may at any time obtain a commercial advantage over us and/or Mowalola
Ogunlesi.
6. Neither you nor any Relevant Person shall by any means record, copy or part with
possession of the whole or part of the Confidential Information without our prior written
consent.
7. You agree that in the event you breach or threaten to breach any clause in this
Agreement, Mowalola Ogunlesi and/or Mowalola Ogunlesi’ s parties would suffer
immediate irreparable harm and injury which could not be adequately compensated by
an award of monetary damage. Accordingly, in addition to any and all other rights or
remedies available to Mowalola Ogunlesi and/or the Mowalola Ogunlesi’s associates shall
be entitled to injunctive relief and all other remedies provided in such event by law or
equity. Further, if you breach or threaten to breach any clause in this Agreement, without
limiting any other rights or remedies of Mowalola Ogunlesi and/or Mowalola Ogunlesi’s
associates, you shall be required to pay to us any attorneys’ fees incurred by Mowalola
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2NDA – Mowalola – 11.5.21
and/or our parties to enforce this Agreement, and Mowalola Ogunlesi and/or our parties
shall be entitled to seek recovery of any and all monies and other benefits whatsoever
received by you or any person or entity on your behalf from any and all sources in
connection with any use or dissemination by of any information or material described in
this Agreement, it being agreed by you that all such monies and other benefits received
by you or any person or entity on your behalf shall be held in trust by you or any person
or entity on your behalf for immediate payment over to us or our parties. For the
purposes hereof, any use by you of information or materials described in this Agreement
in violation of this Agreement shall constitute theft.
8. Nothing in this Agreement shall be construed to grant you any right or license
under any patent or any other rights in or to use any other intellectual property
belonging to us.
9. This Agreement is intended to cover Confidential Information received by you,
both prior to, and subsequent to, the "date hereof”.
10. You shall keep all materials containing Confidential Information in a safe and
secure place and shall return them (including any and all copies if directed by us) to us
immediately upon our request.
11. We reserve all rights in the event you breach any of the terms herein and you
hereby agree and acknowledge:
11.1 without prejudice to any other rights or remedies that we may have, that
damages alone would not be an adequate remedy for any breach by you of the provisions
of this Agreement and that, accordingly, we shall be entitled without proof of special
damage to seek remedies of injunction, specific performance and other equitable relief
for any threatened or actual breach by you of the provisions hereof; and
11.2 to indemnify and hold us harmless against any and all damages liabilities and
claims arising out of or connected with any breach of, or any inconsistencies in relation to
your grants, representations and agreements in, this Agreement.
12. You acknowledge and agree that (a) you have carefully read and fully understand
all of the terms of this Agreement, (b) this Agreement contains your entire understanding
relating to the subject matter hereof and cannot be changed or terminated, except by an
instrument signed by you and (c) you have signed this Agreement voluntarily, without
duress, coercion or undue influence.
13. Nothing contained herein shall be deemed to constitute or create a partnership or
joint venture between the parties and neither party shall hold itself out as the agent of
the other.
14. No waiver by the parties or any failure by them to perform any covenant or
condition herein shall be deemed to be a waiver of any preceding or succeeding breach of
any covenant or condition herein.
15. This Agreement represents the entire agreement between the parties in respect of
its subject matter and replaces any previous agreement(s) relating to the subject matter
and may be varied only in writing signed by the parties.
16. Transmission of the executed signature page of a counterpart of this Agreement
(a) by fax or (b) by e-mail (in PDF, JPEG or other agreed format) shall take effect as
delivery of an executed counterpart of this Agreement. If either method of delivery is
adopted, without prejudice to the validity of the agreement thus made, each party shall
provide the others with the original of such counterpart as soon as reasonably possible
thereafter.
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3NDA – Mowalola – 11.5.21
17. You shall immediately cease use of the Confidential Information (if any) upon our
request, and shall return to us immediately after our request, all materials in your
possession or control which contain or reflect Confidential Information (including without
limitation the Confidential Material). You agree that all of your obligations hereunder with
respect to Confidential Information received prior to such expiration shall survive and
continue after the expiration of this Agreement subject to the terms and conditions of
this Agreement.
18. This Agreement and undertaking shall be governed and construed in accordance
with the laws of England and Wales and the High Court of Justice in London shall be the
Court of competent jurisdiction.
19. For the purposes of the Contracts (Rights of Third Parties) Act 1999 no term or
condition herein shall confer or be construed as conferring any right on any third party.
21. If any clause or any part of these terms or their application to any party shall for
any reason be adjudged by a court or other legal authority of competent jurisdiction to
be invalid, this judgment shall not affect the remainder of the terms which shall remain in
full force and effect.
22. None of the undertakings or obligations contained herein shall apply to
Confidential Information which at the date hereof was in, or subsequently came into, the
public domain other than as a result of a breach by you (or Relevant Person) of the
obligations contained in this letter or any other obligation or duty of confidentiality or
non- disclosure relating to that information.