This Non-Disclosure Agreement ("the Agreement") dated this ________ of ________________, ________.
BETWEEN:
_________ residing at _________
(the "Client")
AND
_________ residing at _________
(the "Contractor")
1) The Contractor is currently or may be retained as an independent contractor with the Client. This Agreement covers not only this specific role (the "Retainer"), but also any other current or future positions held with the Client.
2) As part of their Retainer (the "Permitted Purpose"), the Contractor will receive or develop confidential information (the "Confidential Information") from or on behalf of the Client.
WHEREAS the Client retaining the Contractor and the Client providing the Confidential Information to the Contractor, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement agree as follows:
Scope of Confidential Information
1) Any information or materials disclosed or provided by the Client to the Contractor whether written or oral, constitute Confidential Information, regardless of whether they were provided before or after the date of this Agreement or how they were transmitted.
2) The Contractor recognizes that, due to their Retainer by the Client, they may access or acquire confidential information that belongs exclusively to the Client.
"Confidential Information" includes any data and information related to the business and management of the Client, including, but not limited to, the following:
(a) Business Operations: internal personnel and financial information of the Client, names and other details about the vendors (such as their features, services, and contracts); purchasing and internal cost data; internal service and operation manuals; external business contacts, such as those kept on social media or other comparable platforms; and databases run by the Client, as well as the way and means of carrying out the Client's business;
(b) Customer Information: names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
(c) Intellectual Property: information about the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
(d) Service Information: all data and information about the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
(e) Product Information: all specifications for products of the Client as well as work product resulting from or related to work or projects performed or to be performed for the Client or for clients of the Client, of any type or form in any stage of actual or anticipated research and development;
(f) Production Processes: procedures utilized in the development, manufacture, and production of the Client, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
(g) Accounting Information: all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client;
(h) Marketing and Development Information: marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
(i) Computer Technology: all scientific and technical information or material of the Client, concerning any machine, appliance or process, including but not restricted to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know how and show-how;
(j) Proprietary Computer Code: all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ("Computer Programs"); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
(k) Confidential Information also includes any information that has been disclosed to the Client by a third party and is protected by a non-disclosure agreement between the third party and the Client.
3) Confidential Information will not include:
(a) Information that is generally known in the industry of the Client;
(b) Information that becomes publicly available through no fault of the Contractor;
(c) Information that the Contractor already possessed before the disclosure of the Confidential Information from the Client;
(d) Information that the Contractor independently developed without using the Confidential Information; or
(e) Information that the Contractor lawfully obtained from a third party who has the right to transfer or disclose it.
Obligation of Non-Disclosure
4) The Contractor are obligated to not disclose the Confidential Information confidential, except as stated otherwise in this Agreement.
5) The Confidential Information remains the sole property of the Client and can only be used by the Contractor for the Permitted Purpose. The Contractor cannot use the Confidential Information in a way that could harm the Client or any associated affiliates or subsidiaries.
6) The obligations of the Contractor to maintain the confidentiality of the Confidential Information and to provide notice under this Agreement will continue indefinitely, even after this Agreement expires or is terminated.
7) The Contractor may disclose Confidential Information:
(a) to such agents, representatives and advisors of the Contractor that have a reasonable need to know for the Permitted Purpose provided that:
(i) the Contractor has informed such personnel of the confidential nature of the Confidential Information;
(ii) such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Contractor;
(iii) the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
(iv) the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by their personnel.
(b) A third party with written consent from the Client.
(c) As required by law or by a court, regulatory body, or administrative tribunal.
Avoiding Conflict of Interest
8) It is acknowledged and agreed that any business opportunity related to or similar to the Client's current or anticipated business opportunities that come to the attention of the Contractor during the Contractor's Retainer belongs to the Client. Therefore, the Contractor will inform the Client of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Client.
9) Without the written consent of the Client, the Contractor further agrees to refrain from engaging in any business activities that could reasonably be considered detrimental to the best interests of the Client.
Property Rights
10) The Contractor acknowledges that all rights to Confidential Information belong exclusively to the Client. The Contractor agrees not to claim any ownership interest in Confidential Information, including know-how, copyrights, trademarks, or trade names, even if they helped create it.
11) The Contractor waives any moral rights they may have regarding Confidential Information.
12) The Confidential Information does not include anything developed by the Contractor during this Agreement, including intellectual property, processes, designs, etc., that:
(a) was developed without using the Client's equipment, supplies, facilities, or Confidential Information;
(b) was developed entirely on the Contractor's own time;
(c) is not related to the Client's current or future business;
(d) is not related to the Client's current or anticipated processes, research, or development; and
(e) does not result from any work performed by the Contractor on behalf of the Client.
13) The Contractor agrees to immediately share with the Client any Confidential Information developed during the Retainer and to transfer ownership of this information to the Client. The Contractor will sign any necessary documents and take any actions requested by the Client to ensure that the Client has full ownership of this information.
Remedies
14) The Contractor agrees and acknowledges that the Confidential Information is proprietary and confidential, and that any disclosure of the Confidential Information to a third party in violation of this Agreement would result in irreversible harm to the Client and cannot be fairly or adequately compensated for in monetary damages. Therefore, the Contractor agrees that the Client is entitled to injunctive relief. This means the Client can seek a court order to prevent the Contractor from carrying out any conduct pertaining to the Confidential Information that is prohibited by this Agreement, whether directly or indirectly.
Confidential Information Return
15) The Contractor agrees that, at the request of the Client, or if the Contractor no longer needs to use the Confidential Information, or when this Agreement or the Retainer ends, the Contractor will return to the Client all documents, disks, or other computer media, or any other materials that the Contractor has or controls, including:
(a) materials that may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
(b) materials that are connected with or derived from the Contractor's services to the Client.
Notices
16) If the Contractor is required to disclose Confidential Information in a legal proceeding, they must immediately notify the Client. This allows the Client to seek a remedy or waive the Contractor's obligation to keep the information confidential in that specific case.
17) In the event of any loss or unauthorized disclosure of Confidential Information by the Contractor in breach of this Agreement, they shall immediately notify the Clientand take all reasonable steps to recover or mitigate such loss or disclosure.
18) All notices or deliveries under this Agreement must be made in person, by courier, or by prepaid mail. A notice is considered delivered seven days after it's mailed. Please use the addresses listed in this Agreement or any updated address provided in writing.
19) Any notice to any of the parties must be delivered in the following addresses:
(a) Name: _________
Address: _________
(b) Name: _________
Address: _________
Warranties
20) The Client provides the Confidential Information without any warranty or guarantee. This means they do not promise that the information is accurate, complete, or free from errors or legal issues like patent or trademark infringements.
Termination of Agreement
21) This Agreement will automatically end on the date that the Contractor's Retainer with the Client terminates or expires. Unless stated differently in this Agreement, all rights and responsibilities under this Agreement will also end at that time.
Assignment and Transfer
22) Unless a company changes its name or merges with another company, neither party can transfer nor assign this Agreement without the other party's written permission.
Changes to the Agreement
23) Only a written agreement signed by both the Client and the Contractor can change or modify this Agreement.
Governing Law
24) This Agreement is governed by the laws of England.
General Provisions
25) Time is of the essence in this Agreement.
26) This Agreement may be signed in multiple copies.
27) The headings are for reference only and do not affect the meaning of the Agreement. Words in the singular also mean the plural, and vice versa. Words referring to one gender also include the other gender.
28) Each part of this Agreement should be read separately. If a part is found to be invalid, it will not affect the rest of the Agreement.
29)Should the Contractor breach this Agreement, they shall be liable for all costs and expenses incurred by the Client in enforcing its terms.
30) Both parties agree that this Agreement is fair and reasonable. If a court finds any provision of this Agreement to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary such that the remaining provisions of this Agreement shall remain in full force and effect. The intent of this Agreement is to provide maximum protection for the Client against disclosure of the Confidential Information.
31) The failure or delay by the Client to exercise any right under this Agreement will not constitute a waiver of that right. Similarly, a partial exercise of any right will not preclude future exercise of that right or any other right under this Agreement.
32) This Agreement applies to the heirs, executors, administrators, successors, and assigns of the Client and the Contractor.
33) This Agreement is the complete and final agreement between the parties. There are no other agreements, either written or spoken.
IN WITNESS WHEREOF _________ and _________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.
CLIENT
_______________________________
Address
_______________________________
Witness | | Per _________________ (Seal)
_________ |
CONTRACTOR
_______________________________
Address
_______________________________
Witness | | Per _________________ (Seal)
_________ |
