NON-DISCLOSURE AGREEMENT

 

NON-DISCLOSURE AGREEMENT

 

This Non-Disclosure Agreement (“Agreement”) is entered into on [insert date] by and between:

  1. TERRAFLOW a Brazilian Corporation, whose address is at [address] (the “Disclosing Party”) Whose Signature is: ___________________, and Initials are: __________________; and
  2. SUPPLIER X ________________________ whose address is at [address] (the “Receiving Party”) Whose Signature is: ___________________, and Initials are: __________________.
  3. Collectively referred to as the “Parties.”

 

RECITALS

WHEREAS, the Parties desire to engage in discussions concerning the certain confidential and proprietary information to the Recipient Party for the purpose of evaluating and engaging in the Transactions, including but not limited to import/export broker contacts, logistics contacts, buyers, and procurement specialists (the “Transaction”);

WHEREAS, in connection with the Transaction, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information (the “Confidential Information”);

NOW, THEREFORE, in consideration of the disclosure of the Confidential Information by the Disclosing Party to the Receiving Party, the Parties agree as follows:

 

  1. Definition of Confidential Information:
    1. The term “Confidential Information” shall mean any information or material that is disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, or by any other means, which is marked or identified as confidential, or which a reasonable person would understand to be confidential, including, but not limited to, information relating to the Transaction, pricing, costs, profits, trade secrets, know-how, inventions, processes, designs, drawings, patents, patent applications, trademarks, trade names, copyrights, and other intellectual property.

 

  1. Obligation of Confidentiality:
    1. The Receiving Party agrees to hold in strict confidence and not to disclose, use, reproduce or distribute any of the Confidential Information disclosed by the Disclosing Party to the Receiving Party, except as required by law, without the prior written consent of the Disclosing Party.
    2. The Receiving Party further agrees to use the Confidential Information only for the purposes of evaluating and negotiating the Transaction.

 

 

  1. Exclusions:
    1. The obligations of confidentiality and non-use set forth in this Agreement shall not apply to any Confidential Information that:
      1. is already known to the Receiving Party at the time of its receipt, as evidenced by written documentation;
      2. is or becomes publicly available through no wrongful act of the Receiving Party;
      3. is received from a third party without restriction and without breach of this Agreement;
      4. is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
      5. is disclosed pursuant to a court order or other legal requirement, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.
    2. Return of Confidential Information:
      1. Upon request by the Disclosing Party or upon the termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all copies of the Confidential Information, including any notes, summaries, extracts, or other documents or materials created by the Receiving Party that contain any Confidential Information.
    3. Term:
      1. This Agreement shall remain in effect for a period of [insert duration] years from the date of this Agreement, unless earlier terminated by mutual written agreement of the Parties.
    4. Remedies:
      1. The Receiving Party acknowledges that any breach of this Agreement by it may cause irreparable harm to the Disclosing Party, and that the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any such breach or to seek damages for any such breach.
    5. Governing Law and Jurisdiction:
      1. This Agreement shall be governed by and construed in accordance with the laws of Goiás, Brazil. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Goiás, Brazil.
      1. Either Party may terminate this Agreement at any time upon written notice to the other Party.
      2. Upon termination, all Confidential Information provided by the disclosing Party shall be immediately returned to the disclosing Party or destroyed, as instructed by the disclosing Party.
    7. Intellectual Property.
      1. Nothing contained in this Agreement shall be construed as granting any license or right to the receiving Party under any patent, trademark, copyright, or other intellectual property rights of the disclosing Party, nor shall this Agreement grant the receiving Party any rights in or to the Confidential Information, except as expressly stated herein.

 

 

 

  1. Governing Law and Jurisdiction.
    1. This Agreement shall be governed by and construed in accordance with the laws of Goiás, Brazil. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Goiás, Brazil.

 

    1. Any notice or communication required or permitted by this Agreement shall be in writing and shall be deemed effective when delivered in person or sent by certified mail, return receipt requested, postage prepaid, or by email, and addressed to the receiving Party at the address specified below or such other address as either Party may designate in writing.

 

If to the disclosing Party:  ____________________________________

If to the receiving Party: _____________________________________

 

    1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
  2. Section Headings.
    1. The section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
  3. Binding Effect.
    1. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
  4. Waiver.
    1. The waiver by either Party of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach or violation of that provision or as a waiver of any other provision of this Agreement.
  5. Modification or Amendment.
    1. This Agreement may not be modified or amended except in writing signed by both Parties.
  6. Entire Agreement.
    1. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

TERRAFLOW ________________________

Date:               __________________________

 

[Insert Disclosing Party’s Name] ________________________

Date:               __________________________

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )