Legal Forms > Non-Disclosure Agreements
Business Plan Non-Disclosure Agreement NDA-601 - Legal Forms
| Business Plan Non-Disclosure Agreement Form. This is a Legal Forms form and can be used in Non-Disclosure Agreements . |
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Business plan Non Disclosure Agreement 20 This Agreement is made as of the between (insert name), having its registered office at (insert address) hereinafter called First party which expression shall unless repugnant to the subject or the context mean and included its successors, nominees or assigns and M/s a company incorporated and having its registered office herein after called " " which expression shall unless repugnant to the subject or the context mean and include its successors, nominees or assigns. Whereas in order to pursue the mutual business purpose of this particular project as specified in Exhibit A (the "Business Purpose"), First party and M/s recognize that there is a need to disclose to one another certain information, as defined in para 1 below, of each party to be used only for the Business Purpose and to protect such confidential information from unauthorized use and disclosure. In consideration of the other party's disclosure of such information, each party agrees as follows: 1. This Agreement will apply to all confidential and proprietary information disclosed by one party to the other party, including information listed in Exhibit A attached hereto and other information which the disclosing party identifies in writing or otherwise as confidential before or within thirty days after disclosure to the receiving party ("Confidential Information"). Information consists of certain specifications, designs, plans, drawings, software, prototypes and/or technical information, and all copies and derivatives containing such Information, that may be disclosed to one another for and during the Purpose, which a party considers proprietary or confidential ("Information"). Information may be in any form or medium, tangible or intangible, and may be communicated/disclosed in writing, orally, or through visual observation or by any other means to one party (hereinafter referred to as the receiving party) by the other party (hereinafter referred to as one disclosing party). Information shall be subject to this Agreement, if it is in tangible form, only if clearly marked as proprietary or confidential as the case may be, when disclosed to the receiving party or, if not in tangible form, its proprietary nature must first be announced, and it must be reduced to writing and furnished to the receiving party within thirty(30) days of the initial disclosure. 2. M/s FIRST PARTY hereby agreed at during the Confidentiality Period: and a) The receiving party shall use Information only for the Purpose, shall hold Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information, but not less than reasonable care, taking into account the nature of the Information, and shall grant access to Information only to its employees who have a need to know, but only to the extent necessary to carry out the business purpose of this project as defined in exhibit A, shall cause its employees to comply with the provisions of this Agreement applicable to the receiving party, shall reproduce Information only to the extent essential to fulfilling the Purpose, and shall prevent disclosure of Information to third parties. The receiving party may, however, disclose the Information to its consultants and contractors with a need to know; provided that by doing so, the receiving party agrees to bind those consultants and contractors to terms at least as restrictive as those stated herein, advise them of their obligations, and indemnify the disclosing party for any breach of those obligations. b) Upon the disclosing party's request, the receiving party shall either return to the disclosing party all Information or shall certify to the disclosing party that all media containing Information have been destroyed. Provided, however, that an archival copy of the Information may be retained in the files of the receiving party's counsel, solely for the purpose of proving the contents of the Information. The foregoing restrictions on each party's use or disclosure of Information shall not apply to Information that the receiving party can demonstrate: a) was independently developed by or for the receiving party without reference to the Information, or was received without restrictions; or b) has become generally available to the public without breach of confidentiality obligations of the receiving party; or c) was in the receiving party's possession without restriction or was known by the receiving party without restriction at the time of disclosure; or d) is the subject of a subpoena or other legal or administrative demand for disclosure; provided, however, that the receiving party has given the disclosing party prompt notice of such demand for disclosure and the receiving party reasonably cooperates with the disclosing party's efforts to secure an appropriate protective order; or e) is disclosed with the prior consent of the disclosing party; or f) was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and was not previously acquired by the receiving party from the disclosing party under an obligation of confidence; or g) the receiving party obtains or has available from a source other than the disclosing party without breach by the receiving party or such source of any obligation of confidentiality or nonuse towards the disclosing party. 3. Each party agrees not to remove any of the other party's Confidential Information from the premises of the disclosing party without the disclosing party's prior written approval. Each party agrees to exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with the disclosing party's prior written approval, from the disclosing party's premises. Each party agrees to comply with any and all terms and conditions the disclosing party may impose upon any such approved removal, such as conditions that the removed Confidential Information and all copies must be returned by a certain date, and that no copies are to be make off of the premises. 4. Upon the disclosing party's request, the receiving party will promptly return to the disclosing party all tangible items containing or consisting of the disclosing party's Confidential Information all copies thereof. 5. Each party recognizes and agrees that all of the disclosing party's Confidential Information is owned so
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