AUTHOR-CONTRACTING PARTY NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and effective 18th March 2010
BETWEEN:The Association of Development Financing Institutions in Asia and the Pacific (ADFIAP), the focal point of all development banks and other financial institutions engaged in the financing of development in the Asia-Pacific region, whose headquarters is located at 2F Skyland Plaza, Sen. Gil Puyat Avenue, Makati City, Philippines, hereinafter referred to as “Author”
AND: The Association of Development Financing Institutions in the Pacific (ADFIP) with its offices located at 1st Level FDB Centre, 360 Victoria Parade, Suva, Fiji Islands hereinafter referred to as “Contracting Party”
WHEREAS the Author has developed a proprietary knowledge and performance measurement manual called, “KPIs for DFIs”, hereinafter referred to as “Manual” which the Contracting Party desires to use for their institutional strengthening;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
In order to explore the possibility of a future collaboration between the Author and the Contracting Party in using the Manual, the Author shall allow the use of its Manual by the Contracting Party solely for their institutional strengthening. The Contracting Party acknowledges that the Manual will be used for this sole purpose only and that it acknowledges that the Manual is a proprietary product of the Author.
- PROPRIETARY RIGHTS
All applicable rights to patents, copyrights, trademarks and trade secrets of the Manual are retained exclusively by the Author, and the Contracting Party shall acquire no rights or interests in the Manual by virtue of the use of this from and to, the specified duration of the Manual’s use. The Contracting Party acknowledges that the confidentiality of the Manual is essential to the organizational work and interest of the Author. The Contracting party hereby agrees not to disclose to any person or organization whatsoever at any time during or after the specified period under this agreement, or to permit any person or organization whatsoever to examine or make copies of any listings, files, or other information and content of the Manual which come into the Contracting Party’s possession or control. The Contracting Party further acknowledges that disclosure of any information regarding the Manual will give rise to irreparable injury to the Author, inadequately compensable in damages. Accordingly, the Contracting Party hereby consents to obtaining by the Author of injunctive relief against the breach or threatened breach of the undertakings of the Contracting Party contained herein.
At the conclusion of the use of the Manual, the Contracting Party shall, and hereby agrees to, return the provided copy of the Manual to the Author, erase any information generated therein, whether such be in electronic, magnetic, printed or other form, except for the printed forms identified by the Author that are deemed necessary for the supervision, monitoring and evaluation of the process conducted. The Contracting Party further agrees to take such steps as maybe necessary or appropriate to maintain the confidentiality of the Manual during such time as the Manual may be evident on the other person’s computer equipment or, otherwise in the control of its employees, in a manner at least secure as the Contracting Party maintains as it own most confidential information and data.
IN WITNESS WHEROF, the parties have executed this Agreement as of the date first above written.
AUTHOR CONTRACTING PARTY
Authorized Signature Authorized Signature
Print Name and TitlePrint Name and Title
Association of Development Financing Institutions in Asia and the Pacific
2F Skyland Plaza, Sen. Gil Puyat Avenue, City of Makati 1200, PHILIPPINES
Tel. Nos (632) 816-1672; 843-0932; 844-9090 Fax No. (632) 817-6498