Mutual Confidentiality Agreement Template

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MUTUAL CONFIDENTIALITY AGREEMENT
(Also known as Non-Disclosure Agreement, NDA)
AGREEMENT between:
Company:
Snap-on Company:
and
(hereinafter referred to as “Snap-on”)
(hereinafter referred to as “Company”)
any form except as required to accomplish the
WHEREAS, each party represents that it has
Purpose.
developed and possesses certain information including
technical and/or business information, some of which it
With Snap-on’s prior written approval, a Company
considers to be Confidential (“Confidential Information”).
that is also a first tier supplier, may disclose the
confidential Information to its sub-supplier
WHEREAS, the parties desire to evaluate the
(contractor) who have a need to know such
possibility of entering into a business arrangement
information and who have signed legally enforceable
relating to
nondisclosure obligations at least as restrictive as
the terms of this Agreement.
(the “Purpose”).
4. Nothing in this Agreement shall require either party
WHEREAS during the course of their dealings
to receive or accept disclosure of Confidential
with each other in connection with such activities, the
Information from the other.
parties may periodically disclose to one another
Confidential Information only in support and furtherance
5. The Recipient’s obligation to maintain the Disclosing
of the Purpose.
Party’s Confidential Information in confidence does
not apply to any portion of such Confidential
NOW THEREFORE, the parties hereto agree to
Information that, as a whole,
the following:
a. Is approved for release by written authorization
1. All information to be treated as Confidential
of the Disclosing Party; or
Information shall be marked by the disclosing party
as “Confidential.” Information disclosed in oral or
b. Is or becomes public knowledge through no
visual form that is to be treated as Confidential
wrongful act of the Recipient; or
Information shall be identified as “Confidential” at the
time of disclosure and shall be confirmed as
c. Is already known by the Recipient, as
Confidential Information by written notice within
documented by Recipient’s records; or
twenty (20) days after disclosure.
d. Is lawfully obtained by the Recipient from third
2. Each party shall disclose (“Disclosing Party”) only as
parties; or
much of its Confidential Information to the other
party (“Recipient”) as is necessary to further the
e. Is developed by the Recipient independently of
Purpose.
the Disclosing Party’s Confidential Information;
or
3. Confidential Information shall be used only for the
Purpose. Recipient agrees to keep in confidence and
f.
Is disclosed to others by the Disclosing Party
not disclose to any third party any Confidential
without a confidentiality restriction; or
Information received from the Disclosing Party
during the course of their dealings with each other.
g. Is disclosed pursuant to law, regulation or lawful
Confidential Information may be disclosed to
order or process. In such event, the Recipient
employees of Recipient who have a need to know
shall promptly notify the Disclosing Party of the
such information and who have legally enforceable
disclosure requirement, to permit the Disclosing
nondisclosure obligations to the Recipient.
Party to oppose or limit such disclosure.
Confidential Information shall not be reproduced in
Mutual Confidentiality Agreement
Page 1 of 3
MUTUAL CONFIDENTIALITY AGREEMENT
(Also known as Non-Disclosure Agreement, NDA)
AGREEMENT between:
Company:
Snap-on Company:
and
(hereinafter referred to as “Snap-on”)
(hereinafter referred to as “Company”)
any form except as required to accomplish the
WHEREAS, each party represents that it has
Purpose.
developed and possesses certain information including
technical and/or business information, some of which it
With Snap-on’s prior written approval, a Company
considers to be Confidential (“Confidential Information”).
that is also a first tier supplier, may disclose the
confidential Information to its sub-supplier
WHEREAS, the parties desire to evaluate the
(contractor) who have a need to know such
possibility of entering into a business arrangement
information and who have signed legally enforceable
relating to
nondisclosure obligations at least as restrictive as
the terms of this Agreement.
(the “Purpose”).
4. Nothing in this Agreement shall require either party
WHEREAS during the course of their dealings
to receive or accept disclosure of Confidential
with each other in connection with such activities, the
Information from the other.
parties may periodically disclose to one another
Confidential Information only in support and furtherance
5. The Recipient’s obligation to maintain the Disclosing
of the Purpose.
Party’s Confidential Information in confidence does
not apply to any portion of such Confidential
NOW THEREFORE, the parties hereto agree to
Information that, as a whole,
the following:
a. Is approved for release by written authorization
1. All information to be treated as Confidential
of the Disclosing Party; or
Information shall be marked by the disclosing party
as “Confidential.” Information disclosed in oral or
b. Is or becomes public knowledge through no
visual form that is to be treated as Confidential
wrongful act of the Recipient; or
Information shall be identified as “Confidential” at the
time of disclosure and shall be confirmed as
c. Is already known by the Recipient, as
Confidential Information by written notice within
documented by Recipient’s records; or
twenty (20) days after disclosure.
d. Is lawfully obtained by the Recipient from third
2. Each party shall disclose (“Disclosing Party”) only as
parties; or
much of its Confidential Information to the other
party (“Recipient”) as is necessary to further the
e. Is developed by the Recipient independently of
Purpose.
the Disclosing Party’s Confidential Information;
or
3. Confidential Information shall be used only for the
Purpose. Recipient agrees to keep in confidence and
f.
Is disclosed to others by the Disclosing Party
not disclose to any third party any Confidential
without a confidentiality restriction; or
Information received from the Disclosing Party
during the course of their dealings with each other.
g. Is disclosed pursuant to law, regulation or lawful
Confidential Information may be disclosed to
order or process. In such event, the Recipient
employees of Recipient who have a need to know
shall promptly notify the Disclosing Party of the
such information and who have legally enforceable
disclosure requirement, to permit the Disclosing
nondisclosure obligations to the Recipient.
Party to oppose or limit such disclosure.
Confidential Information shall not be reproduced in
Mutual Confidentiality Agreement
Page 1 of 3
MUTUAL CONFIDENTIALITY AGREEMENT
6. All Confidential Information is provided “AS IS,”
than the U.S., the parties shall attempt to amicably
without warranty or guarantee of any kind as to its
resolve any controversy, dispute or difference arising
accuracy, completeness, operability, fitness for
out of any dealings under this Agreement. If those
particular purpose, or any other warranty, express or
efforts are unsuccessful, then the parties agree any
implied. Neither party shall be liable to the other for
controversy, dispute or difference shall be finally
any damages, loss, expense or claim of loss arising
settled under the Rules of Arbitration of the
from use of or reliance on the Confidential
International Chamber of Commerce (the “ICC
Information of the other.
Rules”) by one or more arbitrators appointed in
accordance with such ICC Rules. The place for
7. The terms of confidentiality under this Agreement
arbitration shall be Milwaukee, Wisconsin, U.S. and
shall not be construed to limit either party’s right to
proceedings shall be conducted in the English
independently develop or acquire products without
language. The award shall be final and binding on
the use of the other party’s Confidential Information.
both Snap-on and Company, and the parties hereby
waive the right of appeal to any court for amendment
8. This Agreement and the fact that the parties are
or modification of the arbitrator’s award. Any claim
cooperating and that discussions are taking place
shall be made by filing a demand for arbitration
are deemed to be Confidential Information.
within two (2) years following the aggrieved party’s
first knowledge of the occurrence first giving rise to
9. This Agreement shall have a term of five (5) years.
the claim. Each party shall bear all of its own costs
Each party’s obligation hereunder (as a recipient) to
of arbitration, except that the fees of the arbitrator
maintain in confidence any specific item of
shall be divided equally between the parties. The
Confidential Information received from the other
arbitrator shall have no authority to amend or modify
party shall terminate five (5) years after disclosure of
the terms of this Agreement or to award punitive or
the specific item of Confidential Information, except
exemplary damages, and the award may be
for trade secret information, which shall not be
enforced by judgment.
disclosed for so long as the disclosing party
maintains it as a trade secret.
14. Each party shall have the right to seek from the U.S.
District Court for the Eastern District of Wisconsin,
10. Nothing contained in this Agreement shall be
Milwaukee Division or, if such court lacks subject
construed as preventing or prohibiting either party
matter jurisdiction, in a Wisconsin state court in
from disclosing its own Confidential Information to
Kenosha County, provisional remedies including, but
third parties.
not limited to, temporary restraining orders or
preliminary injunctions at any time, whether before,
11. Upon the request of the Disclosing Party, the
during, or after arbitration. The parties submit to the
Recipient will promptly return or destroy the
jurisdiction of said courts and waive any defense of
Confidential Information it received, in whatever
forum non conveniens. Seeking any such
form, without retaining any copies or excerpts
provisional remedies shall not be deemed to be a
thereof, provided, however, that the Receiving
waiver of either party’s right to compel arbitration.
Party’s counsel may retain one copy of the returned
or destroyed items for archival purposes.
15. Confidential Information may be used only as
provided herein. Each party shall retain ownership of
12. If Company is a permanent resident of the U.S., or a
all rights, including all intellectual property rights, in
corporation, partnership or entity existing under the
its Confidential Information. No other right, immunity
laws of the U.S., Snap-on and Company shall
or license to the Confidential Information, either
expressed or implied, is granted by either party to the
attempt amicably to resolve any controversy, dispute
or difference arising out of any dealings under this
other pursuant to this Agreement under any patent,
Agreement, failing which either party may initiate
patent application, copyright, trademark or other
litigation. Litigation may be brought only in the U.S.
intellectual property right, now or hereafter owned or
controlled by either party.
District Court for the Eastern District of Wisconsin,
Milwaukee Division or, if such court lacks subject
matter jurisdiction, in a Wisconsin state court in
16. Any notice provided in connection with this
Kenosha County. The parties submit to the
Agreement shall be given in writing by certified mail,
jurisdiction of said courts and waive any defense of
prepaid, return receipt requested, directed to the
parties at the following addresses.
forum non conveniens. The parties waive all rights
to jury trials.
Snap-on
Company:
13. If Company is a permanent resident of a country
At: (Address)
At: (Address)
other than the U.S., or is a corporation, partnership
or entity existing under the laws of any country other
Mutual Confidentiality Agreement 08-21-2012
Page 2 of 3
MUTUAL CONFIDENTIALITY AGREEMENT
each party represents and warrants that it is free to
Attn:
Attn:
divulge, without any obligation to or violation of the
rights of any third party, any and all information
17. This Agreement shall be governed by the laws of the
which it will demonstrate, divulge or in any other
State of Wisconsin without giving effect to conflicts
manner make known to the other pursuant to this
of laws provisions.
Agreement. Each party shall exonerate, indemnify
and hold harmless the other from and against any
18. “Snap-on Company” shall mean any member of the
and all liability, loss, cost, expense, damage, claims
group consisting of Snap-on Incorporated and all of
or demands for actual violation of the rights of any
its direct and indirect subsidiaries and affiliated
third party in any trade secret, proprietary know-how
companies. The Snap-on Company party to this
or other confidential information by reason of the
Agreement is entering this Agreement on behalf of
other’s use or receipt of Confidential Information
itself, and to the extent applicable and appropriate,
disclosed hereunder.
any other Snap-on Company which delivers
Confidential Information.
19. The parties agree not to furnish to one another any
trade secret, proprietary know-how or confidential
information acquired from third parties. Further,
SNAP-ON:
COMPANY:
By:
By:
Printed Name:
Printed Name:
Title:
Title:
Snap-on Company:
Date:
Date:
Mutual Confidentiality Agreement 08-21-2012
Page 3 of 3

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