Non-Disclosure Agreement

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No.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made between:
“The Company Name”
[name]
“Company Address”
[address]
(“Company”)
(“Consultant”)
This Agreement shall be effective from __________ 2009 (“Effective Date”). Company and
Consultant agree as follows:
1.
Definitions
(a) “Activity” means the work undertaken and/or to be undertaken by the Consultant pursuant to the Consultant’s engagement by the Company.
(b) “Affiliate” of a party means any corporation or other entity that a party directly or indirectly controls, or is controlled by or is under common
control with. In this context, a party “controls” a corporation or other entity if it owns fifty percent (50%) or more of the voting rights for the
board of directors or other mechanism of control for the corporation or other entity.
(c) “Confidential Information” refers to all non-public information concerning itself, its affiliates and subsidiaries, which may include, but is not
limited to (i) all discussions between the Company and Consultant pursuant to and relating to the Consultant’s engagement by the Company,
(ii) any business, marketing, human resource, financial, technical, scientific or other information in tangible or intangible form, disclosed by
Company (including its Affiliates) to the Consultant (including its Affiliates) which, at the time of disclosure is designated as confidential (or
like designation), is disclosed in circumstances of confidence, or would be understood by the parties (or its Affiliates) exercising reasonable
business judgment, to be confidential, specifically including the Asset’s business, finances, operations, including projections and analysis,
business plans, service delivery concepts, technical know-how, patent applications, staff strength, staff records, payroll, customer lists,
supplier lists, methods of operations, price lists, software code, development strategies, distribution arrangements, financial data, marketing
plans, and business practices or policies.
2.
Disclosure, Use Restrictions and Proprietary Rights
(a) Disclosure and Use. Unless otherwise agreed by the Company in writing, any Confidential Information received by the Consultant shall be
retained in confidence, disclosed only to its officers, directors, employees, advisors and agents, and to its Affiliates (collectively,
“Representatives”) solely on a need to know basis, and used only in connection with the Activity; provided, that such Representatives shall
have agreed to be bound by obligations of confidentiality consistent with those contained in this Agreement; provided, further, that
Consultant agrees to be responsible for any breach of this Agreement by any of its Representatives. Unless otherwise agreed in writing, the
Consultant agrees that such Confidential Information shall not be disclosed or otherwise utilized in any manner to advise or form the basis
for providing advice to other existing and/or potential customers of the Consultant and/or its Representatives. The Consultant shall exercise
extreme care to separate all Confidential Information and all information generated by Consultant based thereon from all documents and
other records of the Consultant, and shall otherwise exercise extreme care to prevent the unauthorized use or disclosure of the Company’s
Confidential Information. Save as the Consultant determines is strictly necessary for the purpose of providing services to the Company in
relation to the Activity, Confidential Information received by the Consultant under this Agreement shall not be copied without the prior
written consent of Company. Upon written request from Company, the Consultant shall immediately return to Company all tangible
Confidential Information and copies thereof, or if directed by Company, shall immediately destroy such Confidential Information and all
copies thereof, and shall furnish written certification of their destruction to Company. The obligations of confidence set forth in this
Agreement shall extend to any Affiliates and Representatives of Consultant that have received Confidential Information.
(b) The Consultant shall notify Company immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any
other breach of this Agreement by the Consultant, its employees, Affiliates or Representatives and will cooperate with Company in every
reasonable way to assist Company to regain possession of the Confidential Information and prevent its further unauthorized use or
disclosure.
(c) Exemptions. The Consultant shall not be bound by the obligations restricting disclosure and use set forth in this Agreement with respect to
Confidential Information, or any part thereof, which: (i) was lawfully in the public domain prior to its disclosure, or becomes publicly
available other than through a breach of this Agreement; (ii) was disclosed to the Consultant by a third party, provided such third party is not
in breach of any confidentiality obligation in respect of such information; (iii) is independently developed by the Consultant, where the
burden is on the Consultant to prove independent development; or (iv) is disclosed when such disclosure is compelled pursuant to legal,
judicial or administrative proceedings, or otherwise required by law, subject to the Consultant giving all reasonable prior notice and
reasonable assistance to Company to allow Company to seek protective or other court orders. The foregoing exemptions shall extend to any
approved Affiliates that receive or have received Confidential Information.
(d) Proprietary Rights. The Consultant (including its Affiliates and Representatives) do not acquire any rights, express or implied, in the
Confidential Information of Company (including its Affiliates), except for the limited use specified in this Agreement. The Confidential
Information of Company (and its Affiliates), including all right, title and interest therein, remain the sole and exclusive property of Company
(and its Affiliates).
3.
Remedies
(a) Remedies. The Consultant agrees that any violation or threatened violation of this Agreement will cause irreparable harm to Company,
entitling Company to seek injunctive relief in addition to all other legal remedies.

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