NON-DISCLOSURE AGREEMENT.

NON-DISCLOSURE AGREEMENT.

This Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between PERSONA 1, Contact Info: Address: ___________________________________, Phone: ____________________________, Email: ____________________________ (hereinafter referred to as the “Company”), and ________________________________ Contact Info: Address: _______________________________, Phone: _______________________________, Email: _______________________________(herein referred to as the “Contractor”).

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.
      1. For purposes of this Agreement, “Confidential Information” shall include all information about the Company, personal information about the Company’s owner, the Company’s expenses/profits and/or any material that has or could have commercial value or other utility in the business in which Company is engaged. If Confidential Information is in written form including but not limited to contact information of the Company’s clients, the Company shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Company shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
      2. 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 Subcontractor hereunder.
      3. The Contractor understands and acknowledges that any copyrights, intellectual proprietary and patents obtained while working for the Company shall be considered Company’s property and hence Confidential Information as covered under this Agreement.
  • TIME PERIODS.
      1. 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 Subcontractor from this Agreement, whichever occurs first.
      2. The Contractor understands and acknowledges that upon termination of the work relationship between them and the Company, they shall return any Company’s confidential material in the Contractor’s possession. The Contractor further understands that in the event that they are not required to return such material, they shall not use and/or share the material for a period of 5 years after the termination of the agreement.
  • 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. The Contractor acknowledges that there exists a work Agreement between them and the Company.

  • REPRESENTATION AND WARANTY.

Each party warrants that it has the right to make the disclosures under this Agreement. No warranties are made by either party under this agreement whatsoever.  Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party nor to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.  

  • 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.

  • 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/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA. Exclusive jurisdiction and venue shall be in the State of Texas, 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.

COMPANY: _____________       _________________________________      ___________

                       (SIGNATURE)                  (NAME)                                                  (DATE)

CONTRACTOR: _____________     _______________________________    ___________

                             (SIGNATURE)                           (NAME)                                    (DATE)

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