NON – DISCLOSURE AGREEMENT

NON – DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made this __________ day of _____________ 20__ (hereinafter referred to as “commencement date”) between _______________________ (hereinafter referred to as “Disclosing party”) and ______________ (hereinafter referred to as the “Receiving party”). It is hereby agreed as hereunder; –

Confidential Information

Confidential Information shall mean all information relating to the Disclosing Party’s ___________. The following information shall be considered confidential;

1. Information disclosed by the Disclosing party, whether it is tangible, electronic, written, or oral;
2. Information acquired during the performance of this Agreement;
3. Terms of the Agreement, including this Agreement, its discussions, and negotiations;
4. All Confidential Information shall remain the property of the disclosing party.

Obligation to maintain Confidentiality

Without the prior written consent of the Disclosing Party, the Receiving Party agrees and undertakes to; –

1. Keep confidential information unknown to any third party;
2. Not to make any copies or distribute any document regarded as Confidential Information;
3. Protect the security, Confidentiality, and integrity of the confidential information;
4. Adopt and maintain any procedures involved to safeguard Confidentiality.

Non-Compete

The Receiving Party agrees that at no time will he / she engage in any business activity which is competitive in nature to the Disclosing party’s business, nor work in an organization that is of direct competition with the Disclosing Party. This shall apply during the term of this agreement to ____________ of 20_______.

Non-Solicitation

The Receiving Party agrees not to solicit any employee or contractor of the Disclosing Party on behalf of any other business or influence for such a party to breach or terminate their contractual relationship with the Disclosing Party. This shall apply during the term of this agreement to ____________ of 20_______.

Exclusions from Confidential Information

The obligation of the Receiving Party to keep or maintain confidential information will not apply if;

1. the information disclosed by the Receiving Party is made with the prior written consent by the Disclosing party and with express approval;
2. the information was received by the Receiving Party from a third-party source to the Receiving Party’s best knowledge;
3. the information was received by the Receiving Party from a third-party representative to the Receiving Party’s best knowledge;
4. the information is public / publicized;
5. the Receiving Party is legally compelled to disclose to a Court, Government agency, or authority.

Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of ________.

Termination.

The parties herein agree that the terms in this Agreement may be terminated at any time by the Disclosing Party or the Receiving Party through 30 days’ written notice to the other party of its intent to terminate this Agreement. Such termination may be made with or without cause. 

The termination of this Agreement shall not affect a party’s rights and obligations with respect to the confidential information disclosed before the termination, and such rights and obligations will continue as long as the Disclosing Party has custody of the confidential information.

After termination, the Recipient will return all confidential information in its possession, and this Agreement shall continue to be binding upon the Recipient for five years after the termination.

Severability.

If any part of this Agreement is deemed invalid or unenforceable, the same shall be severed from this Agreement, and the remaining provisions shall continue to be in effect.

Waiver.

The failure of any party to exercise any right or provision of this Agreement shall not be a waiver of any prior or subsequent rights.

Assignment.

The parties herein may not assign or transfer their rights or obligations under this Agreement without the parties’ prior written consent.