Mutual Non-Disclosure Agreement (NDA)
We would like to explore the possibility of a business relationship, in which each party may disclose sensitive information to each other.
For purposes of this Agreement, the term “Confidential Information” means any information disclosed to Recipient or its affiliates, subsidiaries, representatives, counsel, shareholders, directors, officers, employees, agents or consultants (“Representatives”), regardless of format or medium, by Disclosing Party or its Representatives, including, without limitation, the Disclosing Party’s financial information, technical and nontechnical data, services, products, processes, operations, reports, analyses, technology, specifications, protocols, performance standards, formulations, know-how, methodologies, trade secrets, trade practices, marketing plans and materials, software, source code, object code, strategies, forecasts, research, concepts, ideas, and names, addresses and any other characteristics or identifying information of the Disclosing Party’s existing or potential suppliers, customers or employees, or any information derived from any of the foregoing. Without limiting the generality of the foregoing, the parties acknowledge and agree that all analyses, compilations, studies or other materials prepared by Recipient or its Representatives containing or based in whole or in part upon information furnished by the Disclosing Party or its Representatives shall constitute Confidential Information hereunder. Confidential Information shall not include any information which (i) is or becomes available to the public other than as the consequence of a breach of any obligation of confidentiality; (ii) is actually known to or in the possession of Recipient without any limitation on use or disclosure prior to receipt from the Disclosing Party; (iii) is rightfully received from a third party in possession of such information who is not under obligation to the Disclosing Party not to disclose the information; or (iv) is independently developed by Recipient or its Representatives without access to the Confidential Information.
Recipient and its Representatives shall hold in strict confidence and trust all Confidential Information and shall not disclose, directly or indirectly, any Confidential Information to any person or entity (“Person”) without the prior written consent of the Disclosing Party. Notwithstanding the preceding sentence to the contrary, Recipient may disclose Confidential Information to its Representatives who need to know such information to enable Recipient to perform the Services and who are bound by confidentiality obligations no less stringent than those set forth in this Agreement. Recipient and its Representatives shall use the Confidential Information only in connection with the performance of the Services and not for any other purpose whatsoever. Recipient shall require any of its Representatives who obtain Confidential Information to comply with this Agreement and shall be responsible for any breach of this Agreement by such Representatives.
The Parties agree that each Disclosing Party is and will remain the exclusive owner of its Proprietary Information and all business and trade secrets and other rights therein. No license or conveyance of any such rights to a Recipient or any party is granted or implied under this Agreement. The Recipient of Confidential Information acknowledges that the Confidential Information it receives is proprietary to the Disclosing party and constitutes valuable business and trade secrets of the owner thereof.
When requested by the Disclosing Party, Recipient shall promptly return to the Disclosing Party or destroy any and all Confidential Information received by Recipient or its Representatives from or on behalf of the Disclosing Party, including any and all copies or duplicates of the Confidential Information or summaries or synopses thereof prepared by Recipient or its Representatives.
Recipient understands that in the event it or any of its Representatives fails to comply with this Agreement, the Disclosing Party may suffer irreparable harm which would not be adequately compensated for by monetary damages alone. Recipient, therefore, agrees that in the event of its breach or threatened breach of this Agreement, Disclosing Party shall be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law, without having to prove actual damages or to post a bond.
If the Disclosing Party shall prevail in any action at law or in equity to enforce the provisions of this Agreement, Recipient shall pay the Disclosing Party’s costs and expenses, including reasonable attorney’s fees and court costs, incurred by the Disclosing Party in enforcing this Agreement.
The obligations of Recipient and its Representatives under this Agreement shall survive any termination of this Agreement and/or the parties’ business relationship.
All notices, consents, waivers or other communications which are required or permitted hereunder will be sufficient if given in writing and delivered personally, by overnight mail service, by facsimile transmission (which is confirmed) or by registered or certified mail, return receipt requested, postage prepaid, to the parties at the addresses set forth above (or to such other addressee or address as will be set forth in a notice given in the same manner). All such notices will be deemed to have been given three (3) business days after mailing if sent by registered or certified mail, one business day after mailing if sent by overnight courier service, or on the date delivered or transmitted if delivered personally or sent by facsimile transmission.
This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, supersedes any prior oral or written agreement with respect to such, and may only be modified in a writing signed by both parties.
This Agreement shall inure to the benefit of and be binding upon the respective parties hereto and their heirs, successors and permitted assigns. The Recipient may not assign this Agreement to any other Person without the written consent of the Disclosing Party, and any attempted assignment in violation of this section shall be null and void.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles.
This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one and the same agreement.