NON-DISCLOSURE AGREEMENT.

NON-DISCLOSURE AGREEMENT.

This One–Way Non-Disclosure Agreement (hereinafter referred to the “One-Way NDA”) is made on this __________ day of _____________ 20__ (hereinafter “Effective date”) between _______________________ (hereinafter referred to as “The Company”) and ______________ (hereinafter referred to as the “Recipient”). The parties agree as follows; –

1. Services.

The Company has engaged the Recipient for the following services; –

1. Make a 3D drawing of the Company’s jewelry hand scratch.
2. _________
3. Term.

The parties herein agree that the terms of this Agreement shall exist throughout the provision of the services herein. However, the use limitations and disclosure of the Confidential Information shall survive the termination of this One-Way NDA and shall be binding on the Recipient after the termination for five years.

3. Confidential Information.

Parties herein agree that Confidential information is proprietary information relating to the Company’s business, including but not limited to business and financial records, design features, a concept in any social media, a concept in any personal career add and any other information that is disclosed, will affect the business of the Company.

The Company and the Recipient agree that all trade secrets and confidential information disclosed to the Recipient during this relationship will be kept strictly confidential and will further provide the means to ensure complete protection to the Company should a question of unauthorized use or disclosure of such information arise.

The Recipient agrees that the Confidential Information is of extreme value to the Company and would cause irreparable harm to the Company if disclosed to other persons or utilized by the Recipient or the Recipient’s agents for unauthorized purposes.

4. Non-Disclosure.

Without the prior written consent of the Company, the Recipient agrees and undertakes not to; –

1. Disclose any confidential information to any third party;
2. Make any copies and distribute any document regarded as Confidential Information;

5. Notice of Disclosure.

The Recipient shall immediately notify the Company upon discovering any loss or unauthorized disclosure of the Confidential information.

6. Dispute/Conflict Resolution.

In the event of a dispute between the parties herein, the parties shall resolve the dispute through litigation and conform to the jurisdiction of the courts and the laws of the State of California.

7. Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of California.

8. Termination.

The parties herein agree that the terms in this Agreement may be terminated at any time by the Company or the Recipient through a 30 days’ written notice to the other party of its intent to terminate this Agreement. Such termination may be made with or without cause. 

The termination of this Agreement shall not affect a party’s rights and obligations with respect to the confidential information disclosed before the termination, and such rights and obligations will continue as long as the Company has custody of the confidential information.

After termination, the Recipient will return all confidential information in its possession and this Agreement shall continue to be binding upon the Recipient for five years after the termination.

9. Relationship.

The relationship between the parties herein is that of an _____________________. Nothing in this Agreement shall be construed to mean otherwise. 

10. Severability.

If any part of this Agreement is deemed invalid or unenforceable, the same shall be severed from this Agreement, and the remaining provisions shall continue to be in effect.

11. Waiver.

The failure of any party to exercise any right or provision of this Agreement shall not be a waiver of any prior or subsequent rights.

12. Assignment.

The parties herein may not assign or transfer their rights or obligations under this Agreement without the parties’ prior written consent.