NON DISCLOSURE AGREEMENT (ONE-WAY)
XXXXXXX, (“the Disclosing Party”)having its registered office at ______(full name and registered address)
and
YYYYYYY (the Receiving Party”), having its registered office at ______(full name and registered address)
XXXXXXX and YYYYYYY may be referred to hereinafter individually as a “Party” and collectively as “Parties”.
WHEREASAThe Disclosing Party possesses technical and commercial information of a secret and confidential nature relating to ...... (“the Field”) which information is regarded by the Disclosing Party as an asset of considerable value.
BThe Disclosing Party is willing to disclose certain of the said information to the Receiving Party on condition that the Receiving Party neither discloses the same to any third party nor makes use thereof in any manner except as set out below.
NOW, in consideration of such disclosure to each other, IT IS AGREED as follows:
1In respect of any information in whatever form, including but not limited to, information provided in documentary, oral or electronic form, information contained in physical components, in models, methodologies or in other tangible format, software or material samples, results of research activities, product design details and specifications and other information identified in writing as confidential relating in any way to the Field (hereinafter “Confidential Information”) which is disclosed by the Disclosing Party to the Receiving Party, the Receiving Party undertakes:
(i)not to make use of any Confidential Information otherwise than for the purposes of …………………………… (“the Purpose”);
(ii)to treat as strictly confidential and to not to divulge to any third party any of the Confidential Information without the Disclosing Party's prior written consent;
(iii)only to disclose the Confidential Information and then only disclose to the extent necessary, to those of its employees, agents or consultants who have a need to know consistent with the Purpose and who are bound by the obligations of confidentiality substantially the same the same as set out herein or who are under substantially the same obligations through their contracts of employment or contracts for services as appropriate.
(iv)not to copy all or any part of the Confidential Information or any documentation related to it and not to otherwise reproduce it, reduce it to writing or store in an electronic format and, further, not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover any additional information with respect to the Confidential Information.
(v)if so requested in writing by the Disclosing Party at any time, to return or destroy or, where the Confidential Information is stored in electronic form permanently delete, all of the Confidential Information (including notes, reports, analyses and reviews derived from the Information and made by the Receiving Party) and any copies thereof and provide a certificate of destruction and/or deletion as appropriate.
2In the event of the Receiving Party visiting any of the premises of the Disclosing Party, the Receiving Party undertakes that any further information relating to the Field which may come to its knowledge as a result of any such visit, inclusive of the form, materials and design of the various elements of any relevant plant and equipment which may be seen at such premises as well as all the plant as a whole, the methods of operation thereof and various applications thereof, shall be kept strictly confidential and that any such information shall not be divulged to any third party and shall not be made use of in any way by the Receiving Party without the Disclosing Party's prior written consent.
3The above undertakings of confidentiality and use only for the Purpose contained in Clauses 1 and 2 above shall not apply to any Confidential Information:
awhich at the time of disclosure is published or otherwise generally available to the public;
bwhich after disclosure by the Disclosing Party is published or becomes generally available to the public, otherwise than through any act or omission on the part of the Receiving Party;
cwhich the Receiving Party can show was lawfully in its possession at the time of disclosure and which was not acquired directly or indirectly from the Disclosing Party;
dwhich the Receiving Party can demonstrate was developed by or on its behalf at any time independently of any information disclosed to it by the Disclosing Party;
ewhich the Receiving Party can substantiate was rightfully acquired from others who did not obtain it under an obligation of confidentiality from the Disclosing Party; or
fwhich is required to be disclosed by the Receiving Party to comply with applicable laws or regulations or judicial decision PROVIDED ALWAYS THAT the Receiving Party shall give the Disclosing Party prior written information of such disclosure and shall take lawful actions to avoid and/or minimise the degree of such disclosure which is required by law or judicial decision.
4This Agreement shall come into force on the date written above (hereinafter referred to as: “the Commencement Date”) [If the Agreement is to be backdated then use the appropriate date - This Agreement shall be deemed to have come into force on ………….] This Agreement shall terminate on ______[insert date] unless extended in writing by the Parties; however, the obligations of the Receiving Party under this Agreement as to the Confidential Information it has received hereunder shall continue in full force and effect for a period of______years from the Commencement Date.
5Nothing in this Agreement shall be deemed as requiring the Disclosing Party to disclose any information. The Disclosing Party reserves all rights in respects of its Confidential Information and nothing herein shall be deemed as granting any licence under any patent, invention, copyright, or any other intellectual property right now or in the future held, made, or obtained by the Disclosing Party.
6The Parties agree to keep confidential the terms of this Agreement and neither Party shall make any announcement in relation to publicise its existence or its contents without the express written approval of the other Party.
7The Receiving Party acknowledges that, to the maximum extent permitted by the applicable law, the Disclosing Party does not make or give any representation or warranty or undertakes any obligation (either express or implied) as to the accuracy or completeness of any of the Confidential Information disclosed by or on behalf of the Disclosing Party and the Receiving Party shall rely solely on its own judgment in respect thereof. The Receiving Party undertakes to indemnify the Disclosing Party from and against direct liabilities, claims, damages, losses, arising out of or in connection with any material breach of any of the Receiving Party’s obligations under this Agreement.
8This Agreement shall in all respects be governed by the Serbian law. Any dispute arising in connection to this Agreement which the Parties cannot resolve in an amicable way, shall be submitted to the court in Belgrade having jurisdiction.
[or, alternatively
This Agreement shall in all respects be governed by the Serbian law. Any dispute arising in connection to this Agreement, which the Parties cannot resolve in an amicable way, shall be submitted to the mediation in accordance with the Regulation on Mediation (Pravilnik o mirenju) in force at the time of its submitting. If the dispute is not resolved within thirty (30) days of initiating mediation procedure or other period agreed by the Parties in writing, the Parties shall have no further mutual obligations under the mediation and shall be free to submit the dispute to the court in ______(e.g. Belgrade) having jurisdiction.]
for XXXXX for YYYYYY
Signed ...... Signed ......
Name ………………………Name ………………………….
Position…………………….Position ……………………….
Date ...... Date......
1
Example Contract
NDA1wayGIZ.doc