Non Disclosure Agreement between Business Partners - Word & PDF Template Form

Non Disclosure Agreement

This Non Disclosure Agreement ('the Agreement') is undertaken on the day of ________ for the express purpose of preventing the unauthorised disclosure of 'Confidential Information' by the Parties and to establish a relationship of confidence

BETWEEN

________

of

________

AND

________

of

________

(1) BACKGROUND

1.1. ________ and ________ have entered into business relations for the following purpose (hereinafter 'the Purpose'):

________

1.2. For the purposes of this Agreement, both ________ and ________ intends to divulge information to the other party which is of a proprietary and or confidential nature.

1.3. As such, both ________ and ________ assume the positions of the Disclosing Party and the Recipient Party as here defined.

1.4. The 'Disclosing Party' denotes the Party which choses to make available information of a proprietary and commercial nature, or which is otherwise important in the conduct of their business, to the other Party.

1.5. The 'Recipient Party' denotes the Party which is privy to or receives information of a proprietary and commercial nature, or information which is otherwise important in the conduct of business, as a result of their dealings with the Disclosing Party.

1.6. The Receiving Party is permitted to receive, process and use information shared by the Disclosing Party in connection with and as a result of that Purpose.

1.7.The Recipient Party acknowledges that may acquire, use, add to information which is the property of the Disclosing Party for the purposes of carrying on their business relations.

1.8. The Parties in signing this agreement acknowledge their legal obligation to refrain from disclosing information, material or knowledge of a proprietary or confidential nature as defined below (hereinafter 'Confidential Information').

(2) DEFINITION OF 'CONFIDENTIAL INFORMATION'

2.1. For the purposes of this agreement and the relationship between the Parties, 'Confidential Information' shall include the following:

(1) Customer information: any knowledge, material or information regarding customers, including but not limited to customer personal or non-personal data, such as customer names, customer contract information, customer purchase information including the type and number of products or services purchased, leased or licensed.

(2) Business operations and financial information: any knowledge material or information regarding business assets and liabilities, internal services or operations, internal systems for managing and conducting business, business contacts, vendor names and information.

(3) Accounting Information: any knowledge, material or information pertaining to the Disclosing Party's accounts and financial status. Including all financial statements, balance sheets, annual reports, profit and loss reports, payroll, accounts receivable, information regarding fixed costs, business and or financial projections.

(4) Production Processes Information: any knowledge, material or information pertaining to the Disclosing Party's processes and methods employed in the development, manufacturing and production of their product.

(5) Product Information: any knowledge, material or information pertaining to the Disclosing Party's products, including the design, specifications, models of current and future products.

(6) Services Information: any knowledge, material or information pertaining to the Disclosing Party's current and projected services.

(7) Marketing and Development Information: any knowledge, material or information pertaining to the Disclosing Party's strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, existing or proposed bids.

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2.2. The obligation to refrain from disclosure binds the Recipient Party irrespective of the form the communication of Confidential Information takes, whether it be written, recorded or orally expressed.

2.3. Communications and information comprising Confidential Information will be labeled as such.

(3) EXCLUSIONS FROM 'CONFIDENTIAL INFORMATION'

Confidential Information does not include the following:

3.1. Information that is part of the public domain.

3.2. Information that is known to the Recipient Party prior to its disclosure by the Disclosing Party.

3.3. Information that was independently discovered by the Recipient Party before its disclosure by the Disclosing Party.

3.4. Information acquired by the Recipient Party through legitimate means independent of the Disclosing Party.

3.5. Information that the Recipient Party has been authorized by the Disclosing Party to disclose.

(4) REPRESENTATIONS

4.1. In divulging Confidential Information as described above, the Disclosing Party makes no claim, expressly or impliedly as to completeness, adequacy or freedom from intellectual property infringement.

(5) OBLIGATIONS OF THE RECIPIENT PARTY

5.1. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and maintain Confidential Information in the strictest confidence.

5.2. Third parties are exclusive of any employees and professional advisors of the Recipient who require the information to perform functions related to the stated Purpose.

5.3. The Recipient Party agrees to take measures to ensure that any employees or professional advisors made aware of confidential information are bound by a duty of confidence to the Disclosing Party.

5.4. The Recipient Party undertakes to refrain from using any Confidential Information for reasons other than the stated purpose, unless otherwise authorised by the Disclosing Party.

5.5. The Recipient Party agrees to maintain Confidential Information in a safe and secure location, physical or cyber space and take necessary measures to avoid its unlawful acquisition by third parties.

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(6) RESERVATIONS

6.1. Nothing in this Agreement shall prevent the Recipient Party from disclosing information to lawful and competent authorities where required by law.

6.2. The Recipient may disclose Confidential Information to agents, employees, representatives and advisors where necessary for the Purpose, provided that those third parties are equally bound by the duty of confidence operating in respect of the Recipient Party

6.3. Confidential information may only be shared with agents, employees, representative and advisors where the following protocols are observed:

________

(7) NO TRANSFER OF RIGHTS OR LICENCE

7.1. Nothing in this Agreement shall be construed as granting or conferring upon the Recipient Party, whether expressly or by implication, any right, title, licence or interest in or to any Confidential Information, or in any patent, copyright, trade mark, trade secret or other intellectual property right of the Disclosing Party.

7.2. All Confidential Information disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party, and the disclosure of such information to the Recipient Party shall not create any obligation on the part of the Disclosing Party to enter into any further agreement or business relationship with the Recipient Party.

(8) DURATION OF NON DISCLOSURE AGREEMENT

8.3. The obligations defined in this Agreement bind the Parties for an unlimited period of time and perpetuates indefinitely.

(9) DISPUTE RESOLUTION

9.1. The Parties agree that in the event of any dispute regarding the interpretation or performance of this Agreement will be dealt with in the following manner:

________

9.2. In the event that the Parties are unable to resolve the dispute existing between them within ________ of the conflict arising, it will be settled by the Commercial Court within the Irish High Court.

(10) SEVERABILITY

10.1. If one section of this Agreement is deemed unenforceable by a court of law, the remainder of this Agreement shall be given effect in line with the Parties' intentions.

(11) REMEDIES

11.1. The Parties acknowledge that any unauthorised disclosure of confidential information cause significant and irreparable harm to the Disclosing Party, for which financial damages would be an inadequate remedy.

11.2. In the event of a breach or threatened breach, the Disclosing Party is entitled to pursue all remedies available to them under the law, including but not limited to, specific performance, injunctive relief or other equitable relief.

(12) ASSIGNMENT

12.1. This Agreement can be assigned in the following circumstances, pursuant to the following conditions:

________

(13) MODIFICATION

13.1. This Agreement can be modified through the agreement of both Parties. Any amendment to this Agreement must be executed in the following manner:

________

(14) NOTICES

14.1. In the event that the Recipient Party loses or inadvertently allows the unauthorised disclosure of Confidential Information to a third party, they must take immediate steps to recover lost or misappropriated information and notify the Disclosing Party in the following manner:

________

14.2. In the event that the Recipient Party is required by law to divulge Confidential Information to a lawful authority, they must notify the Disclosing Party in the following manner:

________

14.3. Notice will be considered to be delivered when it is hand delivered to the Disclosing Party, delivered by an agent of the Recipient Party or seven days after being placed in the post, postage prepaid and delivered to the following address:

________

(15) GOVERNING LAW

15.1. This Agreement is governed by the law of Ireland.

(16) DECLARATION

16.1. The Parties acknowledge this Agreement is whole, legally binding and enforceable.

16.2. The Parties acknowledge that is Agreement is fair, reasonable and necessary to safeguard the business interests of the Parties.

16.3 In signing this Agreement, the Parties undertake to be wholly bound by its terms.

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