Non Disclosure Agreement
Hear you go with Agreement Details..
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This Mutual Nondisclosure Agreement (“Agreement”) is made as of__________________[Date] [Month], [Year] (“Effective Date”) by and between Key Software Services Pvt Ltd and __________________________[Client Party Name]. In consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Definitions.
Confidential Information means all Information disclosed to a Recipient by a Discloser orally, visually or in writing (including, without limitation, via any communication or storage medium, including, but not limited to, physical storage or representation (including models and prototypes), electronic storage, graphical (including designs and drawings) or photographic representation). Confidential Information excludes any portion of the foregoing that Recipient can demonstrate:
(a) was known to the Recipient before receipt thereof under this Agreement;
(b) is disclosed to the Recipient by a third person who has a right to make such disclosure without any obligation of confidentiality to the Discloser;
(c) is independently developed by the Recipient or Recipient’s employees to whom the Discloser’s Information was not disclosed; provided that only the specific Information that meets the exclusion shall be excluded and not any other Information that happens to appear in proximity to such excluded portion (for example, a portion of a document may be excluded without affecting the confidential nature of those portions that do not themselves qualify for exclusion). Discloser means the party to this Agreement whose Confidential Information is disclosed pursuant to this Agreement. It is anticipated that both parties will be a Discloser with respect to certain Confidential Information.
Information means all forms and types of financial, sales, marketing, scientific, technical or engineering information, whether tangible or intangible, including, without limitation, patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, codes, know- how, computer software, databases, plans, specifications, shop practices, supplier lists, engineering and manufacturing information, employee and consulting relationship information, trade secrets and all other proprietary information of Discloser (including all originals, copies, digests and summaries in any form). Permitted Purpose means consideration of a business relationship or transaction between the parties and/or any resulting business relationship or transaction, but not a Recipient’s use outside of such relationship.
Recipient means the party to this Agreement to whom Confidential Information is disclosed pursuant to this Agreement. It is anticipated that both parties will be a Recipient with respect to certain Confidential Information.
2. Access
Subject to the terms of this Agreement, each party is willing to disclose certain Confidential Information to the other solely for the Permitted Purpose. Each of the parties hereto represents, warrants and covenants that it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement.
3. Confidentiality
Each Recipient agrees:
(a) to keep secret and maintain the Confidential Information as confidential and to hold the Confidential Information in trust for the exclusive benefit of the Discloser;
(b) to use the Confidential Information solely for the Permitted Purpose;
(c) to segregate the Confidential Information from the Recipient’s other information and that of third parties;
(d) to notify promptly the Discloser upon learning about any court order or other legal requirement that purports to compel disclosure of any Confidential Information and to cooperate with the Discloser in the exercise of the Discloser’s right to protect the confidentiality of the confidential Information before any tribunal or governmental agency;
(e) not to disclose the Confidential Information to any person or entity not a party to this Agreement other than such of Recipient’s agents, contractors, suppliers, officers or employees (collectively, “Representatives”) who:
(i) have a need to know the Confidential Information for the Permitted Purpose;
(ii) are apprised of the confidential nature of the Confidential Information; and execute a confidentiality agreement restricting disclosure of the
(ii) are apprised of the confidential nature of the Confidential Information; and execute a confidentiality agreement restricting disclosure of the
(a) such Representatives shall not be permitted to disclose the Confidential Information to their contractors, agents or employees under any circumstances; and
(b) the Recipient shall be responsible for unauthorized use or disclosure by such Representatives);
(c) to exercise all reasonable precautions to prevent unauthorized access to the Confidential Information; and
(d) to return promptly to the Discloser at any time upon the Discloser’s request, any and all materials pertaining to or containing any Confidential Information.
4. No Licenses
All of the Discloser’s rights in and to the Information disclosed by it under this Agreement (including all intellectual property rights) shall remain the exclusive property of the Discloser and neither this Agreement, nor any disclosure of Information, in any way:
All of the Discloser’s rights in and to the Information disclosed by it under this Agreement (including all intellectual property rights) shall remain the exclusive property of the Discloser and neither this Agreement, nor any disclosure of Information, in any way:
(b) obligates either party to disclose or receive any Information, perform any work, enter into any license, business engagement or other agreement;
(c) creates any joint relationship or authorizes either party to act or speak on behalf of the other; or
(d) limits either party from entering into any business relationship with any third party.
5. Representations & Warranties; Covenants
Each Party represents, warrants and covenants that it is free to enter into this Agreement, has not made and will not make any agreements in conflict with this Agreement, and will not disclose to the other or use for the other’s benefit any trade secrets or confidential information which is the property of any other person or entity (except with the authorization of such other person or entity).
6. Termination
This Agreement shall terminate one (1) year from the Effective Date; provided that all obligations of this Agreement, as they apply to confidential Information disclosed hereunder prior to termination, shall survive termination for a period of four (4) years. Upon termination of this Agreement, each party, upon request from the other party, shall promptly return to the other all Confidential Information and copies there of received from the other party. The rights and obligations of the parties under Sections 3, 4, 5, 8 and 11 of this Agreement shall survive any termination.
7. Notices
All communications hereunder shall be in writing or by confirmed email, and shall be deemed to have been duly given:
(a) upon personal delivery;
(b) upon deposit in the mail if mailed by certified mail, return receipt requested, or postage prepaid;
(c) upon deposit with a recognized courier with fastest possible delivery instructions; or
(d) upon reply or acknowledgement of email transmission, if sent to the official email address of signatories.