Documentation
Non-Disclosure
Our sample non-disclosure agreement is available for your review. This agreement is used as a guide, often clients supply their own, either way we will adjust the agreement to suit your needs. Afterall, we work for you.
Located at the bottom of this page is a copy of the sample non-disclosure, it is available for download and printing.
Directly following is a copy of the sample non-disclosure without formatting, provided here for our international audience and can be translated by using the translation flags provided at our home page and navigating back to this page. Translate.
CONFIDENTIAL DISCLOSURE AGREEMENT BILATERAL DISCLOSURE
Effective Date: DAY MONTH YEAR
Global Conexions and the "Party" identified below agree that:
1. Party is identified as COMPANY NAME
2. The information disclosed under this Agreement ('Information') includes the following:
a. XYZ
b. ZYX
3. The permitted use of Information is: REASON
4. This Agreement covers only Information which is disclosed between the Effective Date and twelve (12) months
thereafter. Each party's obligations regarding Information shall expire five (5) years after the date of disclosure Information shall be used solely as permitted above, and shall not be disclosed to a third party other than a receiving party who has agreed to be bound by the terms of this Agreement. Each party shall protect Information of the other party using the same degree of care, but no less than a reasonable degree of care, as such party uses to protect its own confidential information. Upon termination of this Agreement or the disclosing party's written request, the receiving party shall cease use of Information and return or destroy all Information
5. Each party shall be obligated to protect only Information: (a) disclosed in tangible form clearly labeled as confidential or proprietary at the time of disclosure; or (b) disclosed in non tangible form identified as confidential or proprietary at the time of disclosure and summarized in writing designated as confidential or proprietary and delivered to the other party within thirty (60) days after disclosure.
6. This Agreement imposes no obligation upon the receiving party with respect to Information which (a) was in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, without an obligation to maintain its confidentiality: (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving party from a third party, without an obligation to keep such information confidential: or (d) is independently developed by the receiving party without use of Information
7. Disclosure of the other party's Information is not prohibited if prior notice is given to the other party and such disclosure is: (a) compelled pursuant to a legal proceeding or (b) otherwise required by law. Information is delivered "AS IS". And all representations and warranties express or implied including fitness for a particular purpose, merchantability, and non-infringement are hereby disclaimed. Neither party has an obligation to sell or purchase any item from the other party. Neither party shall be liable for any special, incidental, consequential, or punitive damages by reason of any alleged breach of this Agreement based on any theory of liability. Nothing in this Agreement shall be construed as a representation that the receiving party will not develop or acquire information that is the same as or similar to Information provided that the receiving party does not do so in breach of this Agreement the receiving party agrees that any breach of this Agreement will result in irreparable harm to the disclosing party for which damages would be an inadequate and, therefore, in addition to its rights and remedies otherwise available at law the disclosing party shall be entitled to equitable relief, including injunction, in the event of such breach. The receiving party does not acquire any rights in Information except the limited right to use Information as described above.
8. This Agreement constitutes the entire agreement between the parties concerning its subject matter. All additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each party. The parties agree to comply strictly with all applicable export control, laws and regulations Any action related to this Agreement will be governed by New York law, excluding choice of law rules.
END
