NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“this Agreement”) is entered into by and
between__________________ [COMPANY] of address [ADDRESS], (“the Company“) and
______ [OTHER PARTY], of address [ADDRESS] (“the Recipient“) for the
purpose of preventing the unauthorized disclosure of Confidential Information as defined below.
BACKGROUND
WHEREAS, the parties to this Agreement agree to enter a confidential relationship with respect
to the disclosure of certain proprietary and confidential information (“the Confidential
Information”); and
WHEREAS, in connection with the Permitted Purpose, the Recipient will receive the
Confidential Information;
IN CONSIDERATION OF and as a condition of the Company providing the Confidential
Information to the Recipient in addition to other valuable consideration, the receipt and
sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree
as follows:
- DEFINITION OF CONFIDENTIAL INFORMATION
1.1 For purposes of this Agreement, “Confidential Information” shall include ALL
information or material that has or could have commercial value or other utility in the business of
the Company regardless of whether it was provided before or after the date of this Agreement or
how it was provided to the Recipient. - OBLIGATIONS OF THE RECIPIENT
2.1. The Recipient shall hold and maintain the Confidential Information in strictest
confidence for the sole and exclusive benefit of the Company.
2.2. At all times, the Recipient SHALL NOT use or deal with the Confidential Information
in any of the Recipient’s business.
2.3. The Recipient shall carefully restrict access to Confidential Information to employees,
contractors and third parties as is reasonably required and shall require those persons to sign
Non-Disclosure restrictions at least as protective as those in this Agreement.
2.4. The Recipient SHALL NOT, without the prior written approval of the Company, use
for the Recipient’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.
2.5. The Recipient shall return to the Company any and all records, notes, and other written,
printed, or tangible materials in its possession pertaining to the Confidential Information
immediately if the Company requests it in writing.
- OWNERSHIP AND TITLE
3.1. Nothing contained in this Agreement will grant to or create in the Recipient, either
expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the
Company. - RELATIONSHIPS
4.1. Nothing contained in this Agreement shall be deemed to constitute either party to this
Agreement, a partner, joint venturer or employee of the other party for any purpose. - TERM
5.1. The Non-Disclosure provisions of this Agreement shall survive the termination of this
Agreement.
5.2. The Recipient’s duty to hold the 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 Recipient a written notice releasing the Recipient from this Agreement,
whichever occurs first. - REMEDIES
6.1. The Recipient agrees and acknowledges that the Confidential Information is of a
proprietary and confidential nature and that any disclosure of the Confidential Information to a
third party in breach of this Agreement would cause irreparable injury to the Company.
6.2. The Recipient agrees that the Company is entitled to, in addition to all other rights and
remedies available to them at law or in equity, an injunction restraining the Recipient, any of its
personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in
any act restricted by this Agreement in relation to the Confidential Information. - NOTICES
7.1. In the event that the Recipient is required in a civil, criminal or regulatory proceeding
to disclose any part of the Confidential Information, the Recipient will give to the Company
prompt written notice of such request so the Company may seek an appropriate remedy or
alternatively to waive the Recipient’s compliance with the provisions of this Agreement in
regards to the request.
7.2. If the Recipient loses or makes unauthorized disclosure of any of the Confidential
Information, the Recipient will immediately notify the Company and take all reasonable steps
necessary to retrieve the lost or improperly disclosed Confidential Information.
- HEADINGS
8.1. The headings contained in this Agreement are for convenience of reference only and
shall not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the
terms or provisions hereof. - SEVERABILITY
9.1. If a court finds any provision of this Agreement invalid or unenforceable, the remainder
of this Agreement shall be interpreted to best effect the intent of the parties. - INTEGRATION
10.1. This Agreement expresses the complete understanding of the parties to this Agreement
with respect to the subject matter and supersedes all prior proposals, agreements, representations,
and understandings.
10.2. This Agreement may not be amended except in a writing signed by both parties. - WAIVER
11.1. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights. - DISPUTES
12.1. Except as otherwise specifically agreed in writing by the Recipient and the Company,
any dispute relating to any rights and or obligations arising in this Agreement which is not
resolved by the parties through arbitration shall be adjudicated by any court of competent
jurisdiction. - APPLICABLE LAW This Agreement and its interpretation shall be governed by the
laws of Maryland.
IN WITNESS WHEREOF, both parties agree to these terms and give their consent and
authority to this agreement below.
Recipient’s Signature Date
Company Rep’s Official Signature Date
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