CONFIDENTIALITY AND NON DISCLOSURE
This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into on [INSERT DATE], (“Effective Date”), by and between [INSERT NAME], (herein the “Disclosing Party”) and [NAME OF RECIPIENT OF THE CONFIDENTIAL INFORMATION (Business partner etc.)], (the “Recipient”). Disclosing Party and Recipient may each be referred to herein as a “Party”.
This Non- disclosure will ensure the protection of data and confidential information of the disclosing party and is not subject to termination. The term of this agreement shall be indefinite.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, the Parties agree to the foregoing and as follows:
For purposes of this Agreement, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Agreement. Confidential Information does not include:
Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
Generic information or knowledge which the Receiving Party would have learned in the course of similar employment, interaction or work elsewhere in the trade;
Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a non-disclosure obligation;
information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
Information the Receiving Party develops independent of any information originating from the Disclosing Party.
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. At any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information. Confidential information that cannot be returned such as word of mouth shall be kept confidential at all times indefinitely.
Recipient hereby further agrees that, in the event of its breach or threatened breach of this Agreement, the Disclosing Party would suffer irreparable harm and the Disclosing Party’s remedies shall include, in addition to any other remedies available at law or in equity, equitable remedies such as specific performance and injunctive relief and shall not be limited to monetary damages. Specifically, the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation.
The covenants and conditions of this Agreement shall bind the parties and the heirs, legal representatives, successors, agents and permitted assigns of the Parties.
JURISDICTION AND GOVERNING LAWS
This agreement has been made, interpreted and construed in accordance with the law of
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:
BY DISCLOSING PARTY:
OFFICIAL SIGNATURE: _______________________________________
OFFICIAL SIGNATURE: _____________________________________
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