NON-DISCLOSURE AGREEMENT.

NON-DISCLOSURE AGREEMENT.

This Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made this ________ day of _____ 20XX between XXX Innovative Technology Products Corp, (hereinafter referred to as the “disclosing Party”), and _______________________, (hereinafter referred to as the “receiving Party”), 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”).

  1. DEFINITION OF CONFIDENTIAL INFORMATION.
    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 in which Disclosing Party is engaged, any inventions made by the Disclosing Party, trade secrets, personal details and any other information that the Disclosing Party communicates as such. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
    1. The Receiving Party 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 Disclosing Party.  No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder.
    1. The Receiving Party shall not trade/sell, copy and/or duplicate the Confidential information or pass it as their own invention.
  2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION.

Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

  • TIME PERIODS
    • The Term of this Agreement shall be indefinite commencing on the Effective Date herein.
    • The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’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 Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
  • NOTICE OF BREACH.

Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use

  • GENERAL PROVISION, GOVERNING LAW AND JURISDICTION.
    • 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.
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA. Exclusive jurisdiction and venue shall be in Florida USA. 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.

DISCLOSING PARTY: _____________        Sal Yosufy                                 ___________

                                             (SIGNATURE)                  (NAME)                               (DATE)

RECEIVING PARTY: _____________        ________________________      ___________

                                            (SIGNATURE)                   (NAME)                                    (DATE)

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