NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

 

This NON-DISCLOSURE AGREEMENT (hereinafter, “this Agreement”), dated on the ____ day of ______________ in the year__________, is made between [NAME] (hereinafter, “the Provider”), a company of address _____________ [ADDRESS] and [OTHER PARTY’S NAME] (Hereinafter, “the Recipient”), of [CITY, STATE/ ADDRESS]. This document constitutes a Non-Disclosure Agreement between these two parties and is governed by the laws of [STATE or DISTRICT].

BACKGROUND

Whereas:

  1. The Provider and the Recipient desire to enter into a confidentiality agreement regarding: the recipient’s use of the Confidential Information only for the purpose of pursuing or establishing a business relationship or negotiating a contract between the parties. (the “Permitted Purpose”).
  2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the ‘Confidential Information’).

IN CONSIDERATION OF and as a condition of the Provider 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:

  • CONFIDENTIAL INFORMATION
  1. All written and oral information and materials disclosed or provided by the Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.

 

  1. ‘Confidential Information’ means all data and information relating to the business and management of the Provider, including proprietary and trade secret technology and accounting records to which access is obtained by the Recipient.

 

  1. Intellectual property remains inside the Provider’s organization and between approved team members. It is not to be shared or sent to anyone outside the approved Company’s team without written permission from the Provider’s COO or CEO.

 

  1.  Graphics, Content & Digital Assets remain in the Company’s server and follow the filename and folder structure set forth by the Provider.

 

  1. Slogans, Graphics and Item/Brand Names get a Trademark for the first 12-months at which time the Trademark will be registered or removed. 

 

  1. Additional Confidential Information includes: Work Product, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customers. 
  1. Confidential Information will also include any information that has been disclosed by a third party to the Provider and governed by a non-disclosure agreement entered between the third party and the Provider. Confidential Information will not include information that: 

 

  1. is generally known in the industry of the Provider;
  2. is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
  3. the Recipient rightfully had in its possession prior to the disclosure to the Recipient by the Provider;
  4. is independently created by the Recipient without direct or indirect use of the Confidential Information;
  5. the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
  1. ‘Work Product’ means work product resulting from or related to work or projects performed or to be performed for the Provider or for clients of the Provider, of any type or form in any stage of actual or anticipated research and development;
  2. ‘Other Proprietary Data’ means information relating to the Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
  3. ‘Business Operations’ means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Provider’s business;
  4. ‘Marketing and Development Operations’ means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Provider which have been or are being discussed; and
  5. ‘Customers’ means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Provider.

  • OBLIGATIONS OF NON-DISCLOSURE

  1. Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information.

 

  1. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly be detrimental to the Provider or any of their affiliates or subsidiaries.

 

  1. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the termination of the agreement.

 

  1. The Recipient may disclose any of the Confidential Information:

 

  1. to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:

 

  1. the Recipient has informed such personnel of the confidential nature of the Confidential Information;
  2. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient;
  3. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
  4. the Recipient agrees to be responsible for and indemnify the Provider for any breach of this Agreement by its personnel.

 

  1. to a third party where the Provider has consented in writing to such disclosure; and

 

  1. to the extent required by law or by the request or requirement of any judicial, legislative, administrative, or other governmental body.

  1. The Recipient agrees to retain all Confidential Information at its usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information is not to be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.

 

  • NON-COMPETITION

 

  1. Other than with the express written consent of the Provider, which consent may not be unreasonably withheld, the Recipient will not, for a period of five (5) years, be directly or indirectly involved with a business which is in direct competition with the business lines of the Provider that are the subject of this Agreement.

 

  1. For a period of five (5) years, the Recipient will not divert or attempt to divert from the Provider any business the Provider had enjoyed, solicited, or attempted to solicit, from their customers, at the time the parties entered into this Agreement.

  1. OWNERSHIP AND TITLE

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 Provider.

  • REMEDIES

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 cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Provider. Accordingly, the Recipient agrees that the Provider 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.

  • RETURN OF CONFIDENTIAL INFORMATION

The Recipient will keep track of all Confidential Information provided to it and the location of such information. The Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will: 

  • return all Confidential Information to the Provider and will not retain any copies of this information;

 

  • destroy or have destroyed all memoranda, notes, reports, and other works based on or derived from the Recipient’s review of the confidential information; and

 

  • Provide a certificate to the Provider that such materials have been destroyed or returned, as the case may be.

  • NOTICES

  • 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 Provider prompt written notice of such request so the Provider may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regards to the request. 

 

  • If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

 

  • GENERAL PROVISIONS

  • Relationship: 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.

 

  • Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

  • Indemnity: Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement.

  • Injunctive Relief: Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party.

 

 

Signed in the city of ___________________on the ____day of _________________, 20___.

 

For Witness

Name________________________ Name_________________________

Position______________________ Position_______________________

Signature____________________ Signature_____________________

 

For Witness

Name________________________ Name_________________________

Position______________________ Position_______________________

Signature____________________ Signature_____________________

 

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