The latest version was saved by Ever Barreto on 2008-09-25 03:47:00
[COMPANY/NAME] NON-DISCLOSURE AGREEMENT
Between [COMPANY/NAME]. [COMPANY/FULL_ADDRESS] (hereinafter referred to as "[COMPANY/SHORTNAME]") and [RECIPIENT/NAME] (hereinafter referred to as "ENTITY")[COMPANY/SHORTNAME].
Whereas for the purposes of facilitating a relationship between [COMPANY/NAME] and ENTITY, the parties have or will exchange proprietary and confidential information (hereinafter individually and collectively referred to as the "Information") which information may include, without limiting the generality of the foregoing, financial data, business plans, rates, lists of existing customers, lists of prospective customers, trade secrets, and documents in whatever form. This information shall also specifically include verbal communications regarding this Agreement and the possibility of the parties entering into other written agreements at a later time.
Terms & Conditions
Therefore the parties agree as follows:
1. The Information, and all rights, title and interest thereto, shall remain the sole and exclusive property of [COMPANY/NAME] and ENTITY and constitute proprietary trade secrets of [COMPANY/NAME] and ENTITY respectively. The parties shall not use, reproduce, or directly or indirectly disclose or allow access to the Information except as required to facilitate the relationship. This Agreement shall become effective when duly signed by both Parties. The obligations herein shall survive the Disclosure Period by a further period of two years.
2. The parties shall protect the confidentiality of the Information with at least the same diligence and care with which it protects the confidentiality of its own information.
3. Except to the extent necessary in connection with the performance of their duties hereunder, the parties shall not, directly or indirectly disclose to any person or entity or otherwise utilize, directly or indirectly, any of the Information. Prior to disclosing any Information, the parties shall issue appropriate instructions to satisfy their obligations under this Agreement. Each Party, however, will remain fully liable for any breach of its obligations caused by the actions or omissions of any person or entity to whom it has disclosed the Information.
4. Upon termination, for any reason, of the relationship between the parties, or upon the request of [COMPANY/SHORTNAME] or ENTITY, the parties shall promptly return to the requesting party all Information belonging to that party and copies thereof, or shall destroy such Information and copies as directed by the requesting party.
5. The parties shall not be liable for disclosure of the Information upon the occurrence of one or more of the following events:
- (a) the Information enters the public domain other than through a breach of this Agreement;
- (b) the Information is subsequently lawfully obtained by the other party from a third party or parties without a breach of this Agreement;
- (c) the other party has provided prior express written approval for disclosure of the Information.
- (d) the Information is disclosed as required by law in connection with an appropriate court or regulatory proceeding, provided that sufficient notice is given by the recipient party to the disclosing party of any such requirement so that the discloser may seek an appropriate protective order or exemption from such requirement, prior to any such disclosure being made by the recipient party.
6. The obligations set out in this Agreement shall survive termination or expiration of the relationship between the parties by a period of two years.
7. This Agreement shall be governed and interpreted in accordance with the laws of the UAB. The proceedings shall be conducted in the English language. The award shall be final and binding upon the parties.
8. If any provision or any part of any provision of this Agreement is held to be unenforceable, invalid, or illegal, then it shall be severable and deemed to be deleted and the remaining provisions shall remain valid and binding.
9. This Agreement supersedes and replaces all existing agreements between [COMPANY/SHORTNAME] and ENTITY related generally to the subject matter hereof. It may not be modified or supplemented, in whole or in part, except in writing signed by both parties.
In Witness Whereof, the parties have caused this Agreement to be executed as of the date written below.
By : [COMPANY/NAME]
Signature Date: [COMPANY/REPRESENTATIVE/SIGNATURE_DATE]
Signature Date: [RECIPIENT/REPRESENTATIVE/SIGNATURE_DATE]