[INSERT NAME OF YOUR COMPANY] NON-DISCLOSURE AGREEMENT
This Confidentiality Agreement (the “Agreement”) has been made on [insert date] by and between
[Insert LLC Name] of [Insert address] (“Disclosing Party”); and [Insert Receiving Party’s Name],
whose registered office is at [Insert Address] (“Receiving Party”) concerning the records of financial
transactions, and financial statements relating to the Disclosing Party.
1. Introduction
For the purpose of providing specific works or tasks on a “work for hire basis” with Disclosing
Party`s Requirements regarding offering strategic financial advice, being aware of the Disclosing
Party’s, financial situation, keeping records of financial transactions, and preparing Disclosing Party’s
financial statements, as well as its unique 3rd party administrative techniques for securing programs
and services. (the “Purpose”), the Disclosing Party may disclose certain Confidential Information to
the Receiving Party. The Parties have agreed that disclosure and use of Confidential Information shall
be made on the terms and conditions of this Agreement.
2. Definitions
In this Agreement “Confidential Information” means any and all information, oral as well as written,
that the Receiving Party receives from the Disclosing Party, and which is related to the Purpose, the
books of accounts, whether as whole or in part, and the Disclosing Party’s business and marketing
concept, know-how, marketing planning, strategies, research and development, research and
development plans and results, inventions, information, know-how, specifications, strategies, research
and development, and the like. Confidential Information includes, but is not limited to, the Disclosing
Party’s financial situation, Information relating to records of financial transactions, financial
statements, as well as its unique 3rd party administrative techniques for securing programs and
services.
3. Confidentiality Undertaking
The Receiving Party undertakes to: a) keep secret and hold in confidence any Confidential
Information; b) not, without the written consent of the Disclosing Party, use the Confidential
Information for any purpose other than the Purpose, or such other purpose as may be agreed upon in
writing between the Parties; c) take all steps necessary to prevent Confidential Information from being
disclosed or delivered to any other person or associate than those employees or advisers of the
Receiving Party directly concerned with the Purpose; d) see to it that all persons who receive
Confidential Information on behalf of the Receiving Party are duly notified of this obligation of
confidentiality. However, such notice will not disclaim the Receiving Party from responsibility for the
person or associate in question or otherwise under this Agreement; e) not make any record or copy of
any drawing, description, specification, or other document or other disclosure or embodiment of the
Confidential Information without the prior written consent of the Disclosing Party; and f) not copy,
reverse engineer, reverse compile, or attempt to derive the composition of, or information underlying,
the Confidential Information.
4. Degree of Care.
Receiving Party shall take the same degree of care that it uses to protect its own confidential and
proprietary information of similar nature and importance (but in no event less than reasonable care) to
protect the confidentiality and avoid the use, disclosure, publication or dissemination of the
Confidential Information of Disclosing Party. Receiving Party shall not, and shall cause its
Representatives to not, decompile, disassemble or otherwise reverse engineer (except to the extent
expressly permitted by applicable law, notwithstanding a contractual obligation to the contrary) any
Confidential Information or any portion thereof, or determine or attempt to determine any source
code, algorithms, methods or techniques embodied in any Proprietary Information or any portion
thereof. Receiving Party shall not use Proprietary Information for any purpose or in any manner that
would constitute a violation of any laws or regulations of the United States.
5. Intellectual Property Rights
The Receiving Party acknowledges that ownership of the Confidential Information including all
Intellectual Property Rights in the Confidential Information and other works that may be formed as a
result of the confidential information remains vested in and shall vest in the Disclosing Party and its
licensors, and that no license or right is granted other than to the extent expressly set out in this
Agreement.
6. Non-Solicitation
The Receiving Party further agrees that as long as the Agreement remains in effect and for a period of
one (1) year from its termination, the Receiving Part will not divert any business of the Disclosing
Party and/or its affiliates or any customers or suppliers of the Disclosing Party and/or the Disclosing
Party’s and/or its affiliates’ business to any other person, entity or competitor.
7. Permitted Disclosure
The confidentiality undertaking set forth in Section 3 above shall not apply if the Receiving Party: a)
can establish is or becomes available to the public other than as a result of a disclosure by the
Receiving Party in breach of this Agreement or any confidentiality undertaking; b) that it is required
to disclose by law or by the rules of any regulatory body to which the Receiving Party is subject.
8. Return of Confidential Information
The Receiving Party shall, regardless of its medium, immediately destroy or return, as requested, all
received Confidential Information upon written request from the Disclosing Party and the Receiving
Party shall thereafter not use received Confidential Information for any purposes whatsoever. The
Receiving Party undertakes to, upon request by the Disclosing Party, certify in writing that such
destruction or return has occurred.
9. Unauthorized Use
Receiving Party shall promptly advise Disclosing Party in writing if it learns of any unauthorized use
or disclosure of Confidential Information by the Receiving Party.
10. Term and Termination
This Agreement shall become effective on the day it has been duly signed by both Parties (the
“Effective Date”). The provisions of this Agreement shall however apply retroactively to any
Confidential Information, which may have been disclosed in connection with discussions and
negotiations regarding the Purpose prior to the Effective Date. This Agreement shall remain in force
for one year (renewable) from the Effective Date.
11. Entire Agreement
This Agreement contains the entire agreement between the Parties with respect to the subject matter
of this Agreement and supersedes all previous and contemporaneous negotiations and understandings
between the Parties, whether written or oral.
12. Changes and Additions
Changes and additions to this Agreement, including to this provision, must be in writing and duly
executed by all Parties.
13. Severance
If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other
competent authority, the remainder of that provision and all other provisions of this Agreement will
remain in full force and effect and will not in any way be impaired.
14. Dispute Resolution
All or any disputes arising out or touching upon or in relation to the terms and conditions of this
Agreement, including the interpretation and validity of the terms thereof and the respective rights and
obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall
be settled through Arbitration.
15. Jurisdiction and Governing Law
The jurisdiction for this Agreement is global and worldwide. This Agreement shall be governed by
and construed in accordance with the laws of Florida, USA, without regard to its choice of law
provisions and the Courts of Orange County, Florida, USA,
This Agreement has been duly executed in two original copies on the date as set forth above, of
which the Parties have taken one copy each.
SIGNED by
__________________________________________________________
for and on behalf of [Insert LLC Name] LLC, [insert name of the Disclosing Party’s Representative]
SIGNED by
__________________________________________________________
for and on behalf of [Insert Name of Receiving Party]
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