Non-disclosure Agreement [Name of Disclosing Company]
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NON-DISCLOSURE AGREEMENT
This NON-DISCLOSURE AGREEMENT dated [agreement date] (“this Agreement”)
BETWEEN:
[Name of receiving party], whose principal place of business is located at [Receiving party’s place of business], (hereinafter, “Recipient”)
and
[Name of disclosing party], whose principal place of business is located at [Disclosing party’s place of business], (hereinafter, “Company”)
(each a “Party” and collectively, the “Parties”)
RECITES:
A.The Parties intends to disclose confidential information (“Confidential Information”) to the other party for the purpose of [Details of venture etc.] (“the Permitted Purpose”); and
B.The Parties wish to define herein the obligations of the Recipient with respect to the usage of Confidential Information which may be disclosed by the Company to the Recipient in connection with the Permitted Purpose.
To ensure the protection of Confidential Information and to preserve any confidentiality necessary under patent and/or trade secret legislation, it is hereby agreed that:
1.Definitions
a.“Confidential Information” includes [e.g. all written and oral information relating to the Company’s business, proprietary information, operations, processes, product or service information, market opportunities, customers…]
b.“Competent Authority” means […]
c.“Effective Date” means […]
d.“Proprietary Information” includes […]
e.“Permitted Parties” include [e.g. employees, directors, agents, officers etc.]
f.“Trade Secrets” means […]
g.[Any other definition envisaged]
2.The Recipient undertakes not to use Confidential Information disclosed by the Company for any purpose whatsoever except for the Permitted Purpose.
3.The Recipient agrees not to disclose Confidential Information to any third party (whether individual, corporation or other entity), except to Permitted Parties for use in connection with the Permitted Purpose, without the prior written consent of the Company.
4.The Recipient agrees to take reasonable steps to prevent the disclosure or unauthorised use of Confidential Information to prevent Confidential Information from becoming available in the public domain or the possession of persons not owing a duty of confidentiality to the Company (“duty of confidentiality”).
5.This Agreement imposes no obligation upon Recipient with respect to any Confidential Information which: (a) was in the prior knowledge of the Recipient prior to the entering of this Agreement; (b) is or becomes generally available in the public domain through no fault of the Recipient; (c) is attained by the Recipient through a third party not owing a duty of confidentiality to the Company; or (d) is required by law or by a Competent Authority to be disclosed.
6.The Recipient acknowledges that its obligation relating to its duty of confidentiality owed to the Company shall survive, notwithstanding the termination of this Agreement, for a period of [term of confidentiality] years from the date of this Agreement. The term of this Agreement is [term of agreement] years.
7.Nothing in this Agreement shall be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights (including intellectual property rights), license or authority in or to the Confidential Information.
8.The Recipient agrees that it shall be liable for any breach of this Agreement by the employees, agents or consultants of the Recipient and the Recipient’s affiliates or subsidiaries. OR [any other variation of limitation of liability clause]
9.The Recipient agrees Confidential Information shall at all times remain the property of the Company.
10.This Agreement is governed by and shall be construed in accordance with the laws of Singapore. Any and all disputes shall be settled in a court of competent jurisdiction in Singapore.
11.This Agreement comprises the entire agreement between the Parties with respect to the usage of Confidential Information by the Recipient. No addition, deletion or modification to this Agreement shall be effective unless made in writing and signed by the Parties.
WHEREFORE, the Parties acknowledge that they have read and understood this Agreement and voluntarily accept the duties and obligations set forth herein.
Signed by [Name of Recipient] OR on behalf on [Name of authorised representative of Recipient]:
______
Signature
Signed by [Name of Company] OR on behalf on [Name of authorised representative of Company]:
______
Signature
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