NON-DISCLOSURE AGREEMENT (NDA)

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into on this ____ day of _________, 20, (the “Effective Date”)

BETWEEN:

1.[Your Company Name], having its principal place of business at [Your Company’s Address] hereinafter referred to as the (“Disclosing Party”),

   AND

  1. [Contractor’s Name], an individual/entity with a principal place of business at [Contractor’s Address] hereinafter referred to as the (“Receiving Party”).
  2. PURPOSE OF AGREEMENT:

3.1 The Disclosing Party and the Receiving Party (collectively referred to as the “Parties”) anticipate a working relationship where the Receiving Party will perform certain installation and technical services (“Services”) for the Disclosing Party’s clients. In connection with the Services, the Disclosing Party may disclose certain Confidential Information (as defined below) to the Receiving Party. This Agreement sets forth the terms and conditions under which the Receiving Party will maintain the confidentiality of such Confidential Information.

  1. CONFIDENTIAL INFORMATION:

4.1 “Confidential Information” shall mean any and all information, data, trade secrets, technical knowledge, business plans, strategies, customer lists, financial information, proprietary technology, and any other information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, visual, electronic, or in any other form, that is designated as confidential or should reasonably be understood to be confidential based on the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, the following:

(a) Technical specifications and configurations of phone systems and related equipment.

(b) Usernames, passwords, and access codes to servers and systems.

(c) PBX technology, software, and related documentation.

(d) Hold music, voice messages, and audio recordings.

(e) Customer and client information, including contact details and communication history.

4.2 EXCLUSIONS:

The term “Confidential Information” shall not include information that:

(a) Is publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party.

(b) Was lawfully known to the Receiving Party prior to disclosure, as evidenced by written records.

(c) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.

(d) Is lawfully obtained by the Receiving Party from a third party without any breach of confidentiality.

  1. TERM:

5.1 The term of this Agreement shall commence on the Effective Date and shall continue for as long as the client being installed remains a client of the Disclosing Party or for a maximum period of [maximum defensible length], whichever is shorter.

  1. CONFIDENTIALITY OBLIGATIONS:

The Receiving Party acknowledges and agrees to exercise the utmost care and diligence in safeguarding the Confidential Information disclosed by the Disclosing Party. The Receiving Party shall:

6.1 Use of Confidential Information:

(a) Use the Confidential Information solely for the purpose of providing the Services as outlined in this Agreement. The Receiving Party shall not use the Confidential Information for its own benefit or for the benefit of any third party without the prior written consent of the Disclosing Party.

(b) Limit access to the Confidential Information only to those of its employees, agents, and subcontractors who have a legitimate need to access such information for the sole purpose of performing the Services.

6.2 Duty of Care:

(a) Exercise a duty of care no less than that which it exercises in safeguarding its own proprietary and confidential information of a similar nature.

(b) Implement and maintain appropriate technical and organizational measures to prevent unauthorized access, use, or disclosure of the Confidential Information, including encryption, firewalls, and access controls.

  1. 3 Non-Disclosure:

(a) Not disclose, provide, or make available the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted under this Agreement.

(b) Not disclose the existence or terms of this Agreement to any third party, except as required by law or to the extent necessary for the performance of the Services.

  1. 4 Return and Destruction:

(a) Promptly return or destroy all tangible forms of the Confidential Information, including documents, notes, and copies thereof, upon completion of the Services or upon termination of this Agreement, whichever comes first.

(b) Provide written confirmation to the Disclosing Party certifying the destruction of the Confidential Information upon request.

6.5 Notification of Unauthorized Disclosure:

Promptly notify the Disclosing Party in writing in the event of any known or suspected unauthorized access, use, or disclosure of the Confidential Information, and cooperate with the Disclosing Party to prevent or mitigate any potential harm.

  1. REMEDIES FOR BREACH:

7.1 In the event of a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain such breach or threatened breach.

  1. TERMINATION:

8.1 Termination for Cause:

Either Party may terminate this Agreement immediately upon written notice if the other Party engages in any of the following actions:

(a) Breaches any material provision of this Agreement.

(b) Acts in bad faith towards mutual clients.

(c) Engages in the sale or promotion of a competitor’s phone service.

8.2 Termination by Disclosing Party:

The Disclosing Party may terminate this Agreement for any reason upon [number] days’ written notice to the Receiving Party.

  1. INTELLECTUAL PROPERTY:

9.1 The Receiving Party acknowledges that the Disclosing Party’s intellectual property, including but not limited to PBXs technology, usernames/passwords to servers, hold music/messages, and any other proprietary information, constitutes valuable assets of the Disclosing Party. The Receiving Party shall not use, reproduce, distribute, or disclose such intellectual property except as required for the provision of the Services and shall take all necessary measures to prevent unauthorized access or use.

  1. DISPUTE RESOLUTION:

10.1 Mediation: In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through mediation. Both parties shall share the costs of mediation equally.

10.2 Litigation: If mediation fails to result in a resolution, any unresolved dispute shall be submitted to litigation in accordance with the laws of the State of California with exclusive jurisdiction in the courts located in Visalia, CA. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in connection with the litigation.

  1. GOVERNING LAW:

11.1 This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of laws principles.

  1. ENTIRE AGREEMENT:

12.1 This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether oral or written.

  1. AMENDMENTS:

13.1 Any amendments or modifications to this Agreement must be made in writing and signed by both parties.

  1. ASSIGNMENT:

14.1 This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.

  1. WAIVER:

15.1 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.

IN WITNESS WHEREOF, the Parties hereto have executed this Room Rental Agreement as of the date first above written.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

DISCLOSING PARTY                                         RECEIVING PARTY

NAME:                                                           NAME:

____________________________                     ___________________________

SIGNATURE:                                                   SIGNATURE:

____________________________                    ___________________________

DATE:                                                            DATE:

____________________________                    ___________________________

 

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