NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“this Agreement”) is entered into by and between
___________ , (“the Developer“) and __________(“the
Recipient“) for the purpose of preventing the unauthorized disclosure of Confidential Information
as defined below.
BACKGROUND
WHEREAS, the parties to this Agreement agree to enter a confidential relationship with respect to
the disclosure of certain proprietary and confidential information (“the Confidential Information”);
and
WHEREAS, in connection with the Permitted Purpose, the Recipient will receive the Confidential
Information;
IN CONSIDERATION OF and as a condition of the Developer providing the Confidential
Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency
of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
- DEFINITION OF CONFIDENTIAL INFORMATION
1.1 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 of
the Developer regardless of whether it was provided before or after the date of this Agreement or
how it was provided to the Recipient. Confidential Information includes but is not limited to
copyrights; trade secrets; ideas; techniques; know-how; inventions; improvements; marketing;
pricing; customers; salaries; duties; qualification; terms of compensation; and performance of the
employees and Recipients - OBLIGATIONS OF THE RECIPIENT
2.1. The Recipient shall hold and maintain the Confidential Information in strictest confidence
for the sole and exclusive benefit of the Developer.
2.2. At all times, the Recipient SHALL NOT use or deal with the Confidential Information in
any of the Recipient’s business or any other employment opportunity accorded to him.
2.3. The Recipient shall carefully restrict access to Confidential Information to employees,
Recipients and third parties as is reasonably required and shall require those persons to sign Non-
Disclosure restrictions at least as protective as those in this Agreement.
2.4. The Recipient SHALL NOT, without the prior written approval of the Developer, use for
the Recipient’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by
others for their benefit or to the detriment of the Developer, any Confidential Information.
2.5. The Recipient shall return to the Developer any and all records, notes, and other written,
printed, or tangible materials in its possession pertaining to the Confidential Information
immediately if the Developer requests it in writing.
- OWNERSHIP AND TITLE
3.1. Nothing contained in this Agreement will grant to or create in the Recipient, either
expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the
Developer. - RELATIONSHIPS
4.1. Nothing contained in this Agreement shall be deemed to constitute either party to this
Agreement, a partner, or employee of the other party for any purpose. - TERM
5.1. The Non-Disclosure provisions of this Agreement shall survive the termination of this
Agreement and of the Independent Recipient Agreement.
5.2. The Recipient’s duty to hold the Confidential Information in confidence shall remain in
effect until the Confidential Information no longer qualifies as a trade secret or until the Developer
sends the Recipient a written notice releasing the Recipient from this Agreement, whichever
precedes the other. - REMEDIES
6.1. The Recipient agrees and acknowledges that the Confidential Information is of a
proprietary and confidential nature and that any disclosure of the Confidential Information to a third
party in breach of this Agreement would cause irreparable injury to the Developer.
6.2. The Recipient agrees that the Developer is entitled to, in addition to all other rights and
remedies available to them at law or in equity, an injunction restraining the Recipient, any of its
personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any
act restricted by this Agreement in relation to the Confidential Information. - NOTICES
7.1. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to
disclose any part of the Confidential Information, the Recipient will give to the Developer prompt
written notice of such request so the Developer may seek an appropriate remedy or alternatively to
waive the Recipient’s compliance with the provisions of this Agreement in regards to the request.
7.2. If the Recipient loses or makes unauthorized disclosure of any of the Confidential
Information, the Recipient will immediately notify the Developer and take all reasonable steps
necessary to retrieve the lost or improperly disclosed Confidential Information. - HEADINGS
8.1. The headings contained in this Agreement are for convenience of reference only and shall
not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the terms or
provisions hereof. - SEVERABILITY
9.1. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of
this Agreement shall be interpreted to best effect the intent of the parties. - INTEGRATION
10.1. This Agreement expresses the complete understanding of the parties to this Agreement
with respect to the subject matter and supersedes all prior proposals, agreements, representations,
and understandings.
10.2. This Agreement may not be amended except in a writing signed by both parties. - WAIVER
11.1. The failure to exercise any right provided in this Agreement shall not be a waiver of prior
or subsequent rights. - DISPUTES
12.1. Except as otherwise specifically agreed in writing by the Recipient and the Developer, any
dispute relating to any rights and or obligations arising in this Agreement which is not resolved by
the parties shall be adjudicated by any court of competent jurisdiction. - APPLICABLE LAW: This Agreement and its interpretation shall be governed by the laws
of the state of ________
IN WITNESS WHEREOF, both parties agree to these terms and give their consent and authority
to this agreement below.
Recipient’s Signature Date
Developer Official Signature Date
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