Non-Disclosure Agreement Template

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NON-DISCLOSURE AGREEMENT
1
Parties
1.1
The Parties to the agreement are:
1.1.1 _________________________
(insert the First Party’s name)
(“First Party”);
1.1.2 _________________________
(insert the Second Party’s name)
(“Second Party”);
and
1.1.3 employees and/or agents acting on behalf of the Parties.
2
Preamble
2.1
The purpose of this agreement is
(for example, the First Party shall establish a
programme to improve the performance, relationship, and motivation of the
Second Party who offers services. The programme’s full nature, scope and
feasibility will be determined by the Parties and in accordance with a service level
agreement):
_________________________________________________________________
_________________________________________________________________
_______________________________________________________.
3
Non-disclosure
The Parties agree that:
3.1
they will disclose (in writing or verbally) information regarding their financial
affairs, contractual rights and obligations, potential and actual relations with
customers, suppliers and staff, business systems, projections, strategies and
budgets, intellectual property, and other necessary information (“the confidential
information”);
3.2
they acknowledge that the confidential information is a valuable asset and the
property of the disclosing Party. There shall be no unauthorised disclosure or use
of it except in accordance with this agreement;
3.3
they will disclose confidential information only to each other, solely to pursue the
programme, without disclosing it to third parties. Disclosures may be made to their
employees and/or agents duly authorised or as required by law;
3.4
if confidential information is disclosed to the Parties employees and/or agents duly
authorised, such persons shall bind themselves to this agreement;
3.5
if a Party is required by law to disclose the confidential information, it must
immediately notify the other Party in writing of this and will make only such
disclosure as is strictly necessary;
3.6
on written demand and/or upon the lapse of this agreement a Party must return
to the other party the confidential information within 5 (five) business days from
receipt of the demand or from the lapse of this agreement. If the confidential
information is in an electronic format then the responsible Party must destroy or
expunge such records in such a manner as is reasonably necessary to maintain its
confidentiality;
3.7
the Parties will not rely on warranties, representations or undertakings made by
either of them unless recorded in writing and signed by the Parties;
3.8
within 12 months (1 year) from the date of signature of this agreement, and within
12 months (1 year) after its termination, a Party shall not, directly or indirectly,

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