Non-disclosure and Non-compete Agreement Template - Ben Mazur Product Design

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NON DISCLOSURE and NON COMPETE
AGREEMENT
This Non-Disclosure and Non-Compete Agreement ("Agreement") is made this
Date
by and between
Party
("Owner");
and
Party
(“Recipient”)
1. Confidential Information.
Owner proposes to disclose certain of its confidential and proprietary information
(hereinafter “Confidential Information”) to Recipient exclusively for the Purpose of
allowing the Recipient to understand the requirements of the Owner and to carry out
any work in relation to those requirements. Confidential Information relates to:
Title of invention
and shall include all data, materials, products, technology, specifications, manuals,
business plans, software, marketing plans, financial information, and other information
disclosed or submitted, orally, in writing, or by any other media to Recipient by Owner.
Owner may also disclose certain information owned by its clients and partners which
should also be treated as confidential. Nothing herein shall require Owner to disclose
any of its information.
2. Intellectual Property Rights
The property and ownership of all Intellectual Property Rights in any Confidential
Information imparted to the Recipient under this Agreement shall belong exclusively to
the Owner or its third party licensor(s). The Recipient shall not in any way communicate
information relating to such software or documentation to any third party at any time
either during or after termination of this Agreement.
Non-Disclosure Agreement provided by Ben Mazur Product Design at http://goo.gl/DLRPI
NON DISCLOSURE and NON COMPETE
AGREEMENT
This Non-Disclosure and Non-Compete Agreement ("Agreement") is made this
Date
by and between
Party
("Owner");
and
Party
(“Recipient”)
1. Confidential Information.
Owner proposes to disclose certain of its confidential and proprietary information
(hereinafter “Confidential Information”) to Recipient exclusively for the Purpose of
allowing the Recipient to understand the requirements of the Owner and to carry out
any work in relation to those requirements. Confidential Information relates to:
Title of invention
and shall include all data, materials, products, technology, specifications, manuals,
business plans, software, marketing plans, financial information, and other information
disclosed or submitted, orally, in writing, or by any other media to Recipient by Owner.
Owner may also disclose certain information owned by its clients and partners which
should also be treated as confidential. Nothing herein shall require Owner to disclose
any of its information.
2. Intellectual Property Rights
The property and ownership of all Intellectual Property Rights in any Confidential
Information imparted to the Recipient under this Agreement shall belong exclusively to
the Owner or its third party licensor(s). The Recipient shall not in any way communicate
information relating to such software or documentation to any third party at any time
either during or after termination of this Agreement.
Non-Disclosure Agreement provided by Ben Mazur Product Design at http://goo.gl/DLRPI
3. Recipient's Obligations.
Recipient agrees that the Confidential Information is to be considered confidential and
proprietary to Owner and Recipient shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes set out at Clause 1 above, and
shall disclose it only to its officers, directors, or employees with a specific need to know
PROVIDED THAT the Recipient notifies such officers, directors and/or employees of
the confidential nature of such information and that the Recipient will procure that each
such person to whom disclosure is made agrees to sign this agreement and to adhere
to the terms of this Agreement as if he or she were a party to it
. Recipient shall be liable
to Owner for any breach by such officers, directors and/or employees of any obligations set out
Recipient will not disclose, publish or otherwise reveal any of the
in this Agreement.
Confidential Information received from Owner to any other party whatsoever except
with the specific prior written authorisation of Owner.
Confidential Information furnished in tangible form shall not be duplicated by Recipient
without the prior written consent of Owner. Upon the request of Owner, Recipient shall
return all Confidential Information received in written or tangible form, including copies,
or reproductions or other media containing such Confidential Information, within ten
(10) days of such request.
At Recipient's option, any documents or other media
developed by the Recipient containing Confidential Information may be destroyed by
Recipient. Recipient shall provide a written certificate to Owner regarding destruction
within ten (10) days thereafter.
The Recipient hereby agrees not to directly or indirectly compete with the business of
the Owner and its successors and assigns. The term "compete" as used herein shall
mean that the Recipient shall not own, manage, operate, consult or to be employee in
a business substantially similar to or competitive with the present business of the
Owner.
4. Exclusions.
4.1
The obligations in Clause 3 shall not apply where the Recipient can prove that
the Confidential Information:
(a)
is in the public domain otherwise than as a result of a breach of this
Agreement; or
(b)
is obtained by the Recipient other than pursuant to this Agreement free
from restriction from a source permitted to disclose the same; or
(c)
is required be disclosed pursuant to a statutory obligation, the order of a
court of competent jurisdiction or that of a competent regulatory body.
4.2
For the avoidance of doubt, Confidential Information shall not be deemed to be in
the public domain merely because it is known to a limited number of third parties
having experience in the relevant field. In addition, any combination of elements
of the Confidential Information shall not be deemed to be within the foregoing
Non-Disclosure Agreement provided by Ben Mazur Product Design at http://goo.gl/DLRPI
exceptions merely because individual elements of the Confidential Information
are in the public domain but only if the combination is in the public domain.
5. No Licence.
Nothing contained herein shall be construed as granting or conferring any rights by
license or otherwise in any Confidential Information. It is understood, and agreed, that
neither party solicits any change in the organisation, business practice, service or
products of the other party, and that the disclosure of Confidential Information shall not
be construed as evidencing any intent by a party to purchase any products or services of
the other party nor as an encouragement to expend funds in development or research
efforts or for any other purpose. Confidential Information may pertain to prospective or
unannounced products. Recipient agrees not to use any Confidential Information as a
basis upon which to develop or have a third party develop a competing or similar
product.
6. No Warranty
The Recipient acknowledges that Owner makes no representation with respect to the
accuracy or completeness of the Confidential Information except to the extent agreed by
Owner in writing.
7. No Publicity.
Recipient agrees not to disclose the existence or terms and conditions of the Agreement,
or the fact that discussions are being held with Owner.
8. Governing Law and Equitable Relief.
This Agreement shall be governed by and construed in accordance with the laws of
England. Recipient agrees that in the event of any breach or threatened breach by
Recipient, Owner may obtain, in addition to any other legal remedies which may be
available, such equitable relief as may be necessary to protect Owner against any such
breach or threatened breach.
Non-Disclosure Agreement provided by Ben Mazur Product Design at http://goo.gl/DLRPI
9. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on
the subject matter hereof. This Agreement may be modified only by a further written
agreement that is duly executed by both parties.
10. No Assignment.
Recipient may not assign this Agreement or any interest herein without Owner's express
prior written consent.
11. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term had never been included.
12. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing
and shall be given to the appropriate party by personal delivery or by certified mail, or
recognised overnight delivery services.
13. No Implied Waiver.
Either party's failure to insist in any one or more instances upon strict performance by
the other party of any of the terms of this Agreement shall not be construed as a waiver
of any continuing or subsequent failure to perform or delay in performance of any term
hereof.
14. Headings.
Headings used in this Agreement are provided for convenience only and shall not be
used to construe meaning or intent.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
By:
For and on behalf of Owner
By:
For and on behalf of Recipient
Non-Disclosure Agreement provided by Ben Mazur Product Design at http://goo.gl/DLRPI

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