- EFFECTIVE DATE AND PARTIES
This non-disclosure agreement (the “Agreement”) is entered into on the ______ day of ________________, 20____.(“Effective Date”), between ______________________________________________(“Discloser”) and ________________________________________________________________________(“Recipient”). Discloser and Recipient may each be referred to as a “Party” or collectively as the “Parties” in this Agreement.
- CONFIDENTIAL INFORMATION
2.1. This Agreement shall assure the protection and preservation of confidential information to be disclosed or made available by the Discloser (or their representatives) to the Recipient (or its representatives).
2.2. For all purposes of this agreement, the term “confidential information” shall collectively refer to all non-public information or material disclosed or provided by one Party to the other, either orally or in writing, concerning the agreement between the parties.
2.3. The term “Confidential Information” means all information provided by the Discloser (or its representatives) to Recipient (or its representatives), on or after the Effective Date, including, but not limited to:
i. The business plans, ideas, affairs, or operations of the Discloser or its representatives;
ii. Intellectual property legally belonging to the Discloser; and
iii. All other information or material that is marked or identified as “confidential” or “proprietary” or that is otherwise disclosed under circumstances that would lead a reasonable person to understand that such information is confidential or proprietary. This includes but is not limited to the Discloser’s software code.
- Confidential information also includes any analyses, compilations, studies, or other material or
documents prepared by the Recipient Party which contain, reflect, or are based, in whole or in part, on the confidential information disclosed by the Discloser.
- OBLIGATION OF THE RECEIVING PARTY
3.1. The Recipient and their representatives may use the confidential information only for fulfilling their obligations under the contract with the Discloser and for no other purpose.
3.2. Recipient must use a reasonable degree of care to protect the confidential information and prevent unauthorized use or disclosure of the confidential information.
3.3. The Recipient may share the confidential information with their representatives who need to know it in connection with their contract with the Discloser and only if they have agreed in writing to keep the information confidential on terms no less protective of the confidential information than the terms contained in this agreement.
3.4. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any confidential information. Specifically, for the software code, it shall not leave their environment; they shall not talk about it, sell it or use it for themselves.
3.5. Recipient shall promptly notify the other Party of any unauthorized disclosure of the confidential information or any other breach of this agreement by such Party or, to such Party’s knowledge or by its Representatives.
3.6. Receiving Party shall return to Disclosing Party all records, notes, and other written, printed, or tangible materials in its possession pertaining to confidential information immediately if Disclosing Party requests it.
- EXCLUSION FROM CONFIDENTIALITY TREATMENT
Confidential information shall not include information or material that:
- Is publicly available or becomes publicly available through no action or fault of the recipient party.
- Was already in the recipient party’s possession or known to the recipient party before being disclosed or provided to the recipient party by or on behalf of the other Party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the non-disclosing Party or any other party with respect thereto.
- Is independently developed by the recipient party without reference to the confidential information.
- Was known to the Recipient or its representatives free of restriction before receipt from the Discloser.
- Recipient or its representatives may disclose confidential information when compelled to do so by a valid court order or other governmental body, provided Recipient provides prompt prior notice to Discloser if allowed.
The non-disclosure provisions of this agreement shall survive the termination of this Agreement and Receiving Party’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 Disclosing Party sends Receiving Party written notice releasing Receiving Party from this agreement, whichever occurs first.
- GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This agreement is governed by the laws of Germany.
7.2. Mediation shall resolve any dispute under this agreement. Parties shall act in good faith to resolve the dispute. Nothing in this section shall be construed as limiting the Court’s jurisdiction.
- Suppose a court finds any provision of this agreement invalid or unenforceable. In that case, the remainder of this agreement shall be interpreted to best effect the Parties’ intent.
- This agreement expresses the complete understanding of the parties concerning the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This agreement may not be amended, assigned, or transferred except in writing signed by both Parties.
- Each Party signing this agreement either directly or through a representative is duly authorized to do so.
- The Parties may execute this agreement in counterparts, which taken together will constitute one instrument. Execution of a PDF copy will have the same force and effect as execution of an original, and an electronic signature will be deemed an original and valid signature.
By signing below, the Parties agree to be bound by the terms of this agreement as of the Effective Date above.
Signature: _______________________________ Signature: _______________________________
Print Name: ______________________________ Print Name: ______________________________
Title: ___________________________________ Title: ___________________________________
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