NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and executed as of [date] Between [Your Company name] having its registered office at [ address] (“Company”) and [company 2]with registered office in [Address]
Object: Company and [company 2] wishes to explore a business opportunity of mutual interest and, in connection with this opportunity, wishes to execute this Confidentiality Agreement (“Agreement”).
1. Confidential Information: Confidential Information means any information disclosed by one party to the other, whether directly or indirectly in writing, orally, or through inspection of tangible or intangible objects, including, but not limited to, documents, business plans, source code, software, documentation. , financial analysis, marketing plans, customer names, customer list, customer data. Confidential information may also include information disclosed to a party by third parties at the direction of a disclosing party. However, Confidential Information will not include any information that the Receiving Party can establish (i) was publicly known and generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made available to the public after disclosure without action or inaction by the Receiving Party; or (iii) is in the Receiving Party’s possession, without restriction of confidentiality, at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s files and records immediately prior to the time of disclosure. The party disclosing the Confidential Information shall be referred to as the “Disclosing Party” in the Agreement and the party receiving the Confidential Information shall be referred to as the “Receiving Party” in the Agreement.
2. Non-use and non-disclosure: The Receiving Party agrees not to use any Confidential Information for any purpose, except to evaluate and participate in discussions about a possible business relationship between the parties hereto. The Receiving Party agrees not to disclose any Confidential Information to third parties or their employees, except to those employees who need to have the information to evaluate or participate in discussions about the contemplated business relationship. Receiving Party will not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects incorporating Disclosing Party’s Confidential Information and provided to Receiving Party hereunder.
3. Maintenance of Confidentiality of Information: The Receiving Party agrees that it will take all reasonable steps to protect the secrecy and prevent unauthorized disclosure and use of Confidential Information. Without limiting the foregoing, the Receiving Party will take at least such measures as the Receiving Party takes to protect its own most confidential information and will cause its employees, if any, who have access to the Confidential Information to sign a non-use agreement and not divulgation. in content substantially similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party will not make any copies of the Confidential Information unless such copies are previously approved in writing by the Disclosing Party. The Receiving Party will reproduce the Disclosing Party’s proprietary rights notices on any such approved copy in the same manner as such notices were set forth in or on the original. The Receiving Party will immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of Confidential Information.
4. No Obligation: Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate discussions contemplated by this Agreement regarding the opportunity commercial.
5. No Warranty: ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NEITHER PARTY MAKES ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
6. Return of Materials: All documents and other tangible objects containing or representing Confidential Information and all copies thereof in the Receiving Party’s possession shall become and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party. Disclosing Party at the time of notification. Disclosing Party Request.
7. No License: Nothing in this Agreement is intended to grant any right to either party under any Company patent, mask work right, or copyright, nor will this Agreement grant the Receiving Party any rights in the Confidential Information, except as expressly set forth herein. .
8. Term: This Agreement will survive for a period of 3 years from the date of disclosure of the Confidential Information.
9. Remedies: Receiving Party agrees that any violation or threatened violation of this Agreement will cause Disclosing Party irreparable harm, entitling Disclosing Party to injunctive relief in addition to all legal remedies.
10. Miscellaneous: This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of [name of your state, country], without reference to conflict of law principles. This document contains the entire agreement between the parties with respect to its subject matter. Any failure to enforce any provision of this Agreement will not constitute a waiver of this Agreement or any other provision hereof. This Agreement may not be modified, nor may any obligation be waived, except in a writing signed by both parties. Any and all disputes arising out of or related to this Agreement will be resolved exclusively in [name of your state, country]. The parties have executed this Confidentiality Agreement as of the date written above.
Your company name. [Company 2] By: ___________________ By: Name: ________________ Name: Title: _________________ Title: Date: _________________ Date: