Non-disclosure and Confidentiality Agreement
, an individual residing at , with email address .
(Hereinafter referred to as the "Disclosing Party")
, an individual residing at [ADDRESS], with email address .
(Hereinafter referred to as the "Receiving Party")
(Hereinafter collectively referred to as the "Parties" and each of them a "Party")
WHEREAS, the Disclosing Party wishes to protect its Confidential Information regarding the Disclosing Party's business as well as to also ensure that the Receiving Party will not compete or circumvent the Disclosing Party, if applicable.
NOW THEREFORE, with this Non-Disclosure Agreement (the "Agreement") which is made on the following date: Dec 10, 2023, is entered into by the Parties, do hereby agree as follows:
1. Definition of Confidential Information.
For the purposes of this agreement, "Confidential Information", which has been or is hereafter disclosed or made available by the Disclosing Party to the Receiving Party, in connection with the efforts contemplated hereunder, including, but not limited to, all information divulged, disclosed or exchanged that has or could have commercial value or other utility in the business that the Disclosing Party is engaged with and shall include:
Technical and business information relating to Disclosing Party’s proprietary materials and intellectual property rights (in every form and media) and/or ideas, patents, design patents, licenses, agreements, trademarks, copyrights and/or trade secrets, existing and/or contemplated products, information, data, software, code, documents, business documents, processes, methodologies, and any concepts and information related thereto, costs, profit and margin information, finances and financial projections, clients and everything associated with them, information relating to current or future business plans, sales or marketing methods and customer lists or requirements, marketing models, or any other information that the Receiving Party has seen, disclosed, divulged, observed or been told, regardless of whether such information is designated as "Confidential Information" at the time of its disclosure and any information of the Disclosing Party submitted to the Receiving Party and marked as confidential.
2. Obligations of the Receiving Party.
The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party and each Party shall take all reasonable precautions to ensure that its employees or contractors comply with the provisions of this Agreement. The Receiving Party shall carefully allow access to Confidential Information to its own employees, contractors, directors, officers, insurers, professional advisers, regulators, parent or affiliate companies of the Receiving Party as is reasonably required and shall require those persons to maintain the Confidential Information in confidence, in the same manner and with the same degree of care that such Party uses to protect its own proprietary information, but in no event no less than a reasonable degree of care.
The Receiving Party will not disclose, reproduce, alter, modify, enhance, reverse engineer, give away, divulge, exchange or make known or available in any manner to any person, firm, corporation or any other entity the Disclosing Party’s Confidential Information to any person other than those aforesaid, except where the Disclosing Party gives its prior written consent.
To this extent, the Receiving Party shall, further, not, without prior written approval of the Disclosing Party, use for the Receiving Party’s own benefit, publish, copy or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.
Upon written demand of the Disclosing Party, the Receiving Party shall deliver all documentation, notes, records, data, memoranda, models and equipment of any form, media and nature, including all copies and/or extracts there from, that are or were in such Party’s possession or under its control and that are the property of the Disclosing Party or comprise part of or otherwise relate to the Disclosing Party’s Confidential Information.
Nevertheless, in the event that the Confidential Information is public information, then the Receiving Party will not be liable for disclosing such information. Additionally, the Receiving Party is subpoenaed or mandated by a court of law to disclose any of the Confidential Information, then the Receiving Party will comply with the legal process and disclose the Confidential Information that is required to be disclosed by the court of law, without the Receiving Party being in breach of this Agreement.
3. Time Periods.
The non-disclosure provisions of this Agreement will remain in effect for a time period of 3 years and the Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect for a time period of 3 years.
4. Disclosing Party’s rights.
The Parties acknowledge that compliance with this Agreement is necessary to protect the goodwill and other proprietary interests of the Parties and that a breach of this Agreement will give rise to irreparable and continuing injury to the non-breaching Party.
Therefore, each Party agrees that breach of this Agreement will give the right to the non-breaching Party to seek damages for any losses and damages incurred as a result of breach of this Agreement and/or in connection with such confidentiality violation.
This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in writing signed by both Parties.
If any Clause, or part of a Clause, of this Agreement, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remainder of the Clause or Paragraph which contains the relevant provision shall not be affected, unless otherwise stipulated under applicable law. If the remainder of the provision is not affected, the Parties shall use all reasonable endeavours to agree within a reasonable time upon any lawful and reasonable variations to the Agreement which may be necessary in order to achieve, to the greatest extent possible, the same effect as would have been achieved by the Clause, or the part of the Clause, in question.
The failure to exercise any right provided in this agreement shall not be a waiver of prior or subsequent rights.
8. Law and Jurisdiction.
This Agreement shall be governed, in all respects, by and construed in accordance with the laws of and any action hereunder shall be taken in the courts of . This Agreement shall be binding globally.
This Agreement shall be binding on each Party’s representatives, assigns and successors.
This Agreement sets forth a mutual understanding between the Parties as to the subject matters hereof and supersedes any and all prior and collateral agreements and representations between the Parties.
This Agreement has been signed by the duly authorised representatives of the Parties as of the date set forth above.
Nothing contained in this Agreement shall constitute an employee and employer relationship between the parties.