This Non-Disclosure Agreement (this “Agreement” or this “Non-Disclosure Agreement”) by and between Your Company, a [Sender.State] of incorporation type of legal entity, having its principal place of business at [Sender.StreetAddress] (the “Disclosing Party”), and , a [Client.State] of incorporation type of legal entity, having its principal place of business at (the “Receiving Party”) who agrees to be bound by this Agreement.
WHEREAS, Your Company and have engaged in a relationship through this Non-Disclosure Agreement in which may be exposed to some confidential information of Your Company that it has an interest in safeguarding. NOW, THEREFORE, Your Company and (individually, each a "Party" and collectively, the "Parties") covenant and agree as follows in consideration of the reciprocal covenants and promises made by the parties hereto:
For the purposes of this Non-Disclosure Agreement, the following terms are defined as follows:
- “Trade Secret” means all information possessed by or developed for Your Company to which all the following apply: (i) the information derives independent economic value from not being generally known and (ii)Your Company takes reasonable precautions to prevent such information from being disclosed to the public.
- “Confidential Information” means information, to the extent, it is not a Trade Secret, which is possessed by Your Company and which relates to Your Company, including, without limitation, for example, business plans, strategies, existing or proposed bids, costs, technical developments, financial or business projections, investments, marketing plans, or training information, materials, and examples of confidential information.
2. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Except as required to further the relationship between Your Company and or as expressly authorised in writing on behalf of Your Company, shall not disclose any Confidential Information, directly or indirectly, during the term of his/her relationship with Your Company or at any time after such relationship has ended.
3. TRADE SECRETS
shall do everything reasonably possible to prevent unauthorised disclosure of Your Company's trade Secrets during the course of this Non-Disclosure Agreement and 's commercial connection with Your Company, as well as after such relationship has ended. Furthermore, shall not use or disclose Your Company's Trade secrets after the termination of any such connection, as long as they remain Trade Secrets.
The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is required by law or court order, however, agrees to provide Your Company with reasonable prior notice and an opportunity to contest or minimise such disclosure.
5. RETURN OF DOCUMENTS
should immediately return to Your Company any documents relevant to Confidential Information or Trade Secrets that are in 's possession upon the termination of the relationship between Your Company and .
6. REPRESENTATIVE ACKNOWLEDGMENTS
acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by , (ii) has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of Your Company, (iv) such covenants and duties will not place an undue burden upon ‘s livelihood in the event of termination of ‘s business relationship with Your Company and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to Your Company for which money damages would be an inadequate remedy.
The laws of the State of [Sender.State] shall control and construe this Non-Disclosure Agreement, as well as the interpretation of the clauses herein. The Parties irrevocably submit to the federal and state courts of [Sender.Country], [Sender.State] for all purposes. IN WITNESS WHEREOF, each of the Parties, by its properly authorised official, has executed this Non-Disclosure Agreement as of the date and year set forth below.