NON-DISCLOSURE AGREEMENT.
This Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made this ________ day of ____ 2021 between ___________________ (hereinafter referred to as the “Company”), and _______________________, (hereinafter referred to as the “Contractor”), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The Parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).
NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:
- DEFINITION OF CONFIDENTIAL INFORMATION.
- For the purpose of this Agreement, “Confidential Information” means any information, data, materials and relevant content used for the creation of the stock indicator for the Company. The Contractor shall not share, the stock indicator code, duplicate the code and or make any code similar to the stock indicator covered under this Agreement. The Contractor shall not share or reveal the Company’s personal information and/or the concept of the stick indicator with a third party or the public after the termination of the work contract.
- The Contractor agrees to use the Confidential Information solely in connection with the current or contemplated work and/or business relationship between the Parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Company. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Contractor hereunder.
- FINES.
The Contractor understands and acknowledges that in the event that they disclose any of the Confidential Information covered under this Agreement, and/or share the stock indicator code, duplicate the code and make a similar code as the Company’s code, they shall be liable to be fined an amount not less than One Million Dollars ($1, 000, 000).
- OBLIGATIONS OF RECEIVING PARTY.
The Contractor shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Company. The Contractor shall not, without the prior written approval of the Company, use for the Contractor’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Company, any Confidential Information. The Contractor shall return to the Company any and all records, notes, data and other written, printed, or tangible materials in its possession pertaining to stock indicator immediately if the Company requests so it in writing.
- TIME PERIODS.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Contractor’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Company sends the Contractor written notice releasing the Contractor from this Agreement, whichever occurs first.
- RELATIONSHIPS.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
- SEVERABILITY.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to affect the intent of the parties.
- INTEGRATION.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both Parties.
- WAIVER.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
- NOTICE OF BREACH.
The Contractor shall notify the Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information by the Contractor or its representatives, or any other breach of this Agreement by the Contractor or its representatives, and will cooperate with efforts by the Company to help the Company regain possession of Confidential Information and prevent its further unauthorized use.
- MODIFICATION.
This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.
- GOVERNING LAW AND JURISDICTION.
- This Agreement shall be governed by and construed in accordance with the laws of ___________ [State/Country]. Exclusive jurisdiction and venue shall be in __________ [State/Country].
- Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.
COMPANY: _____________ ______________________________________ ___________
(SIGNATURE) (NAME) (DATE)
CONTRACTOR: _____________ ___________________________________ _________
(SIGNATURE) (NAME) (DATE)
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