CONFIDENTIALITY NDA

This Non-Disclosure Agreement ("Agreement") is made on this day, July 20, 2058, by and between:

 

[Your Company Name], hereinafter referred to as the "Disclosing Party," having its principal place of business at [Your Company Address], and

 

[Recipient's Name], hereinafter referred to as the "Receiving Party," having its principal place of business at [Recipient's Address].

 

Collectively, the Disclosing Party and the Receiving Party may be referred to as the "Parties."

 

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information ("Confidential Information") that is valuable to its business operations;

 

WHEREAS, the Receiving Party is interested in receiving access to the Confidential Information for the purpose of crucial business operations, as discussed between the Parties;

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

 

CONFIDENTIAL INFORMATION

               1.1.        Confidential Information refers to any non-public information, including but not limited to technical, business, financial, and operational information, disclosed by the Disclosing Party to the Receiving Party, either in writing, orally, or by any other means, that is designated as confidential or that should reasonably be understood to be confidential.

 

               1.2.        The Receiving Party agrees to protect and not to disclose, reproduce, distribute, or use for any purpose, any Confidential Information, except with the prior written consent of the Disclosing Party.

USE AND PURPOSE

               2.1.        The Receiving Party shall use the Confidential Information solely for the purpose of critical business operations and for no other purpose whatsoever.

 

               2.2.        The Receiving Party shall limit access to the Confidential Information to its employees, contractors, or agents who have a legitimate need to know the Confidential Information for the stated purpose.

NON-DISCLOSURE

               3.1.        The Receiving Party shall take all reasonable measures to maintain the confidentiality of the Confidential Information and to prevent unauthorized disclosure. This includes, but is not limited to:

                           3.1.1.        Implementing physical security measures to protect physical copies of Confidential Information.

                           3.1.2.        Employing encryption or other security technologies to protect electronic copies of Confidential Information.

                           3.1.3.        Restricting access to Confidential Information only to employees or authorized individuals who have a legitimate need to access it for the stated purpose.

                           3.1.4.        Ensuring that all employees and authorized individuals are aware of their responsibilities regarding the handling and protection of Confidential Information.

                           3.1.5.        Reporting any suspected or actual breaches of confidentiality immediately to the Disclosing Party.

               3.2.        This Agreement does not grant the Receiving Party any license or rights to the Confidential Information except as expressly stated herein.

DURATION

               4.1.        This Agreement shall remain in effect for a period of six (6) months from the Effective Date.

 

               4.2.        The obligations of confidentiality shall survive the termination of this Agreement and continue in effect for six (6) months from the date of disclosure. During this period, the Receiving Party shall continue to take all reasonable measures to protect the Confidential Information.

RETURN OF INFORMATION

               5.1.        Upon written request by the Disclosing Party, the Receiving Party shall promptly return all Confidential Information, including any copies or extracts thereof, or provide certification of destruction. The return of information shall be conducted in accordance with the following procedures:

 

                           5.1.1.        The Receiving Party shall designate a responsible individual or department to coordinate the return of Confidential Information. This individual or department shall maintain a record of all returned materials, including their date of return and a brief description of the items returned.

                           5.1.2.        All physical copies of Confidential Information, including documents, records, drawings, prototypes, and any tangible materials, shall be securely packaged to prevent damage during transportation.

                           5.1.3.        Digital or electronic copies of Confidential Information shall be permanently deleted from all electronic storage devices and systems within fifteen (15) days of receiving the written request for return. The Receiving Party shall also confirm in writing that the deletion has been completed.

                           5.1.4.        If the Confidential Information exists in any oral or knowledge form within the Receiving Party's organization, steps shall be taken to cease discussions, presentations, or utilization of such information in a timely manner.

 

               5.2.        In the event that the Confidential Information cannot be returned due to its nature (e.g., if it is information that was orally conveyed and not documented), the Receiving Party shall certify in writing to the Disclosing Party that such information has been destroyed in a manner that renders it irretrievable.

GOVERNING LAW AND JURISDICTION

               6.1.        This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction]. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction of Jurisdiction].

 

               6.2.        The Parties agree that any legal action or proceeding concerning this Agreement shall be brought exclusively in the aforementioned courts, and the Parties consent to the personal jurisdiction of such courts.

 

               6.3.        This choice of governing law and jurisdiction is made for the benefit of the Parties and does not prevent either Party from seeking injunctive relief or enforcement of a judgment in any jurisdiction.

ENTIRE AGREEMENT

This Agreement contains the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Confidentiality Non-Disclosure Agreement as of the Effective Date.

 

 

Disclosing Party:                                                  Receiving Party:

 

(signature)                                                             (signature)

[Your Name]                                                                  [Recipient’s Name]

[Your Title]                                                            [Recipient’s Title]

Date: July 20, 2058                                             Date: July 20, 2058

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