NON-DISCLOSURE AGREEMENT (OneSided) CONFIDENTIALITY AGREEMENT
This Non-Disclosure Agreement (this “Agreement” or this “Non-Disclosure Agreement”) by and
between [SENDER], a [SENDER STATE OF INCORPORATION] [TYPE OF LEGAL
ENTITY], having its principal place of business at[SENDER ADDRESS] (the “Disclosing
Party”), and [SIGNER], a [SIGNER STATE INCORPORATION] [TYPE OF LEGAL
ENTITY], having its principal place of business at[SIGNER ADDRESS] (the “Receiving Party”)
who agrees to be bound by this Agreement.
WHEREAS, through this Non-Disclosure Agreement, the Disclosing Party and the Receiving
Party have entered into a relationship by which the Receiving Party may be exposed to certain
confidential information of the Disclosing Party, in which it has an interest in protecting.
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the
parties hereto, the Disclosing Party and the Receiving Party (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows:
For the purposes of this Non Disclosure Agreement, the following terms are defined as follows:
a. “Trade Secret” means all information possessed by or developed for the Disclosing Party to
which all of the following apply: (i) the information derives independent economic value from not
being generally known and (ii) the Disclosing Party takes reasonable precautions to prevent
such information from being disclosed to the public.
b. “Confidential Information” means information, to the extent it is not a Trade Secret, which is
possessed by the Disclosing Party and which relates to the Disclosing Party, including, without
limitation, for example: business plans, strategies, existing or proposed bids, costs, technical
developments, financial or business projections, investments, marketing plans, or training
information, materials, and [EXAMPLES OF CONFIDENTIAL INFORMATION].
2. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Except as required to further the relationship between the Disclosing Party and the Receiving
Party or as expressly authorized in writing on behalf of the Disclosing Party, the Receiving Party
shall not disclose, directly or indirectly, any Confidential Information during the period of his/her
relationship with the Disclosing Party or anytime after the termination of such relationship.
3. TRADE SECRETS
Throughout the duration of this Non Disclosure Agreement and the Receiving Party’s business
relationship with the Disclosing Party and anytime after the termination of such relationship, the
Receiving Party shall do what is reasonably necessary to prevent unauthorized disclosure of the
Disclosing Party’s Trade Secrets. Further, after the termination of the any such relationship, the
Receiving Party shall not use or disclose the Disclosing Party’s Trade Secrets as long as they
remain Trade Secrets.
The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is
required by law or court order, however the Receiving Party agrees to provide the Disclosing
Party with reasonable prior notice and an opportunity to contest or minimize such disclosure.
5. RETURN OF DOCUMENTS
Immediately upon termination of the relationship between the Disclosing Party and the
Receiving Party, the Receiving Party shall return to the Disclosing Party any documents
pertaining to the Confidential Information or Trade Secrets which are in the Receiving Party’s
6. REPRESENTATIVE ACKNOWLEDGMENTS
The Receiving Party acknowledges that: (i) this Agreement has been specifically bargained
between the parties and reviewed by the Receiving Party, (ii) the Receiving Party has had an
opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by
and duties imposed upon the Receiving Party hereby are fair, reasonable and minimally
necessary to protect the legitimate business interests of the Disclosing Party, (iv) such
covenants and duties will not place an undue burden upon the Receiving Party’s livelihood in
the event of termination of the Receiving Party’s business relationship with the Disclosing Party
and the strict enforcement of the covenants contained herein, and (v) any breach of this
Agreement will cause substantial and irreparable harm to the Disclosing Party for which money
damages would be an inadequate remedy.
This Non Disclosure Agreement and the interpretation of the terms herein shall be governed by
and construed in accordance with the laws of the Europe. The Parties irrevocably
submit to the exclusive jurisdiction of the federal and state courts located in clients country
IN WITNESS WHEREOF, each of the Parties has executed this Non-Disclosure Agreement,
both Parties by its duly authorized officer, as of the day and year set forth below.
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