NON-DISCLOSURE / NON-CIRCUMVENT AGREEMENT



SAMPLE - NON-DISCLOSURE / NON-CIRCUMVENTION AGREEMENT

_____________________________________________________and or assigns, together with their affiliated associates and/or companies, and ________________ (___________) and or assigns, together with their affiliated associates and/or companies, and ______________(_____________) and or assigns, together with their affiliated associates and/or companies enter into this Non-disclosure and Non-circumvention Agreement (“Agreement”) to establish a confidential relationship and to exchange information considered confidential or proprietary to the parties, which shall be protected by the parties from any disclosure or use not authorized by the parties (“Confidential Information”). The parties recognize that any unauthorized use or disclosure of Confidential Information would cause serious injury to the protected party. This agreement is solely used for the purpose of_________________________________________________________. Therefore, the parties hereby agree to the following:

1. Identification. Each party possesses information that has commercial value and is treated by each party as confidential. Confidential Information, if disclosed or provided in tangible form, shall be identified as confidential or proprietary, or shall be of the nature and type of information that is commonly and routinely regarded as confidential or proprietary. Confidential Information includes, without limitation, access codes, alliances, blueprints, budgets, business plans, client lists, computer programs, concepts, contact information, costs, data, designs, developments, discoveries, documents, fee schedules, financial information, forecasts, formulas, improvements, inventions, know-how, marketing plans, methods, outlines, processes, product plans, products, projections, prospective client lists, protocols, reports, research, services, software, specifications, strategies, structures, studies, supplier lists, systems, techniques, technology, tests, trade secrets, and all patents, copyrights, trade secrets and other proprietary rights thereto. Confidential Information may also include information belonging to a protected party’s clients, business partners, customers or suppliers. Confidential Information shall not include any of the foregoing that is in the public domain other than as the result of a breach of an obligation of confidentiality.

2. Protection. Each recipient agrees to hold all Confidential Information obtained from a protected party in trust and confidence, to protect it with utmost care, to use it only for the purposes intended by the parties, and to avoid disclosure to any third party without the express written consent of the party. Confidential Information may be disclosed to directors, officers, employees, and agents of a recipient who have a need to know such information, provided that they sign a nondisclosure agreement. Each recipient acknowledges that breach of this Agreement would cause a protected party to suffer irreparable harm for which monetary damages may be inadequate compensation. Each recipient agrees that a protected party will be entitled to injunctive or other equitable relief to enforce the provisions hereof, in addition to such other remedies to which the protected party may be entitled, including the recovery of money damages. Each recipient shall be relieved of all obligations under this Agreement three (3) years after cessation of any business relationships and/or information exchange between the parties.

3. Exclusions. This Agreement imposes no obligation upon a recipient with respect to information that: (a) was in a recipient’s possession before receipt from a protected party; (b) is or becomes a matter of public knowledge through no fault of the recipient; (c) is rightfully received by a recipient from a third party not under a duty of confidentiality; (d) is independently developed by a recipient; (e) is disclosed under operation of law; or (g) is approved for release in writing by an authorized representative of the protected party.

4. Ownership. Confidential Information and any and all authorized copies thereof shall remain the property of a protected party and shall be destroyed or returned if requested by a protected party. No rights or licenses under patents, trademarks or copyrights are granted or implied by any disclosure of Confidential Information, and no other warranties are made under this Agreement.

5. Non-Circumvention. For a period of three (3) years from the effective date of this Agreement the parties shall not solicit for employment, attempt to employ, or assist any other person or entity in employing or soliciting for employment, any employee or representative of another party. No party shall attempt to circumvent this Agreement in any way whatsoever.

6. Compensation. __________________________ and ______________ shall receive compensation determined by a separate Master Marketing Fee Agreement.

7. General Provisions. Each party shall adhere to all applicable laws, regulations and rules relating to the export of technical data. This Agreement represents the entire understanding and agreement of the parties with respect to the subject matter hereof, and supersedes all prior communications, agreements, and understandings whether written or oral. This Agreement may be amended only by a writing signed by all parties hereto. No oral amendment, modification or waiver of this Agreement shall be effective under any circumstances. The waiver by a protected party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach of this Agreement by a recipient. If any provision of this Agreement is held invalid or unenforceable, the remaining terms and conditions shall remain in full force and effect. This Agreement is binding upon each recipient and the recipient’s heirs, executors, administrators, and assigns and will inure to the benefit of a protected party, its successors, and assigns.

8. Governing Law. This Agreement shall be governed in all respects by the laws of the United States of America and the State of Florida, without application of the principles of conflicts of law. Each party hereby consents to the personal jurisdiction of the state and federal courts located in the State of Florida in connection with any litigation related to this Agreement and agrees that the exclusive venue for any such litigation shall be in such courts located in the State of Florida. In the event that litigation results from or arises out of this Agreement or the performance thereof, the losing party agrees to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and other expenses.

IN WITNESS WHEREOF, the parties have executed this Agreement to take effect on the date it is signed by the parties.

_______________________

By:_________________________________ By:_________________________________

(authorized signature) Date (authorized representative) Date

Name: ______________________________ Name: ______________________________

(please print) (please print)

__________________________________

By:_________________________________

(authorized signature) Date

Name: ______________________________

(please print)

................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download