Sample of Non-Disclosure Agreement

Non-Disclosure Agreement

THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is made and entered into this ____ day of _______________, 2020 (the “Effective Date”), by and between ________________________________________________________, having its principal place of business at ________________________________ (the “First Party”), and ________________________________________________, having its principal place of business at ________________________________________________________________ (the “Second Party”)  (hereinafter collectively referred to as the “Parties” and each as a “Party”).

Article 1 Definition of “Confidential Information”

1. The term “Confidential Information” as used herein shall mean any and all business, technical, financial, customer, and other confidential information of each party (the “Disclosing Party”) that is provided by the Disclosing Party to the other party (the “Receiving Party”) during the term of this Agreement, regardless of the medium or method through which such information is provided.

2. All Confidential Information provided in writing or by other tangible means under this Agreement shall be clearly and conspicuously marked “Confidential” or “Company Confidential. Electronic files or other digital data (including e-mail) must be clearly and conspicuously marked in the file or e-mail. All oral or visible Confidential Information shall be indicated by the disclosing Party to be Confidential Information at the time of disclosure and shall be confirmed in writing by the disclosing Party to the receiving Party within 14 days of disclosure.

3. The receiving party confirms that such Confidential Information is valuable internal information and that disclosure thereof to the disclosing party’s competitors or other third parties may cause material and irreparable harm to the disclosing party’s business.

Article 2 Confidentiality Obligations and Restrictions on Use by Receiving Party

1. Except to the extent that any of the exclusions set forth in this Article apply, the Receiving Party shall protect the Confidential Information of the Disclosing Party with a reasonable level of care, no less than that which the Receiving Party uses to protect its own information of a similar nature, and shall use such Confidential Information only for the specific purpose for which it was disclosed or delivered to the Receiving Party.

2. The Receiving Party may disclose such Confidential Information to any of its officers, employees, consultants, contractors or agents who reasonably need to know such Confidential Information and who are bound by confidentiality obligations and use restrictions at least equivalent to those set forth in this Agreement. However, the receiving Party shall maintain a list of such officers, employees, consultants, contractors or agents and shall promptly furnish such list to the disclosing Party upon request.

3. The obligations set forth in this Article shall survive the expiration or termination of this Agreement.

Article 3 Confidentiality Obligations of Receiving Party and Exceptions to Restrictions on Use

Notwithstanding the preceding Article, the obligations of confidentiality and limitation of use with respect to Confidential Information shall not apply to the following information. (i) information that was publicly known at the time of original disclosure by the disclosing party or became publicly known after original disclosure through no fault of the receiving party; (ii) information already known to the receiving party at the time of original disclosure; (iii) information received from an unrelated third party without any obligation of confidentiality on the part of the receiving party; (iv) Information disclaimed in writing by the disclosing party; (v) information independently generated by the receiving party without use of or in connection with the disclosing party’s Confidential Information; or (vi) information subject to a government or judicial agency order for production of documents or other order. However, the receiving party shall promptly notify the disclosing party of the circumstances so that the disclosing party may take steps to challenge such order to produce documents or other order.

Article 4 Return of Confidential Information

Upon the occurrence of any of the following events: (i) when the Confidential Information is no longer needed; (ii) upon written request by the disclosing Party; or (iii) upon expiration of the term of this Agreement or termination of this Agreement for any reason whatsoever, the receiving Party shall return to the disclosing Party the Confidential Information in its possession (whether in writing or in any other tangible manner) and Confidential Information and all copies thereof (whether in writing or by other tangible means) and permanently delete all copies (including backups) of the Confidential Information contained on disks or other electronic storage media or other intangible means of the receiving party’s computer, and certify in writing to the disclosing party that such deletion has been completed.

Article 5 Term and termination

This Agreement shall be effective for a period of three (3) years from the date of execution of this Agreement. However, it may be extended or shortened by agreement of both parties.

Article 6 Reservation and Non-license of All Proprietary and Intellectual Property Rights of Disclosing Party

The disclosing Party retains all proprietary, intellectual property, and other proprietary rights in the Confidential Information disclosed under this Agreement. This Agreement does not grant the receiving party any license to any rights with respect to the Confidential Information, except for the rights expressly set forth herein.

Article 7 Non-warranty

Disclosing party makes no representations or warranties, express or implied, as to the accuracy, suitability, or completeness of the confidential information. Neither the disclosing party nor any of its officers, employees, consultants, contractors or agents, other representatives or affiliates shall be liable in any way for the results of the recipient party’s use of the Confidential Information.

Article 8 Modification

No modification or amendment of this Agreement shall be effective unless agreed to in writing executed by both parties.

Article 9 Severance

If a court or other dispute resolution body of competent jurisdiction determines that any provision of this Agreement is illegal or invalid, such provision shall be severed from the terms of this Agreement and the other provisions of this Agreement shall remain unaffected, enforceable and effective.

Article 10 Complete agreement

This Agreement shall contain the complete and final understanding of the parties relating to the subject matter hereof and supersedes all prior negotiations, agreements and understandings between the parties relating thereto. The parties acknowledge that the other party has made no representations or promises (written or oral) in entering into this Agreement other than those contained herein.

Article 11 Nonassignment/Successors and assigns

1. Neither party may assign any right or create any security interest or cause any obligation under this Agreement to be succeeded to by a third party without the prior written consent of the other party. Any assignment/creation/delegation of any security interest made in violation of this provision and claimed as such shall be void. However, in the event of a merger of the transferring company or sale of its principal assets or shares, such party may also assign any rights or cause the assumption of any obligations under this Agreement without the consent of the other party, provided that the assignee succeeds to all obligations under this Agreement of the assigning party. In such case, partial assignment or succession shall not be permitted.

2. Subject to the restrictions on assignment set forth in this Article, this Agreement shall be effective against and binding upon the Parties and each Party’s successors and assigns.

Article 12 Third party interests

Subject to the restrictions set forth herein, this Agreement shall be effective against the Parties and their respective successors and assigns and shall not create or confer any rights upon any third party.

Article 13 Representations/warranties regarding crime and anti-social forces

1. Neither Party represents and warrants that during the term of this Agreement, neither Party nor any of its controlling shareholders, directors, or executive officers will fall under any of the following:
(ⅰ) Organized crime group
(ⅱ) Members or quasi-members of organized crime groups
(ⅲ) Organized crime groups-affiliated companies, general assemblymen, socially motivated groups, special intelligence groups, and other individuals or groups and their members whose purpose is to engage in anti-social activities such as violence, power and fraud, threats, and extortion, or to profit from such activities.

2. In the event that the other party breaches any of the representations/warranties set forth in the preceding paragraph, (i) the party may immediately terminate this Agreement by written notice to the other party, and (ii) the other party shall immediately pay full compensation for any damages incurred by the terminating party in connection with such termination. (iii) the other party shall immediately make full restitution for any damages incurred by the terminating party in connection with such termination.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives on the date indicated in the signature line.