A one-way non-disclosure agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the disclosing party wishes to share with the receiving party for purposes of an actual or potential relationship, but wishes to restrict access to or by third parties. As such, an NDA protects nonpublic business information.
ONE-WAYNON-DISCLOSURE AGREEMENT (NDA)
Top Custom Software Development India Offshore Outsourcing Company. Non-Disclosure Agreements (NDAs) with Employees. At the time of joining,.
ThisNon-Disclosure Agreement, dated as of [Date](the “Effective Date”) governs the disclosure of information by[CompanyName](the “Company”) to [Recipient](the “Recipient”) for the purpose of exploring a potentialbusiness relationship (the “Purpose”).
1. ConfidentialInformation. Asused herein, “Confidential Information” shall mean any and alltechnical and non-technical information that Company providesRecipient, whether in graphic, electronic, written or oral form, andincluding but not limited to patent applications and other filings,trade secrets, and any other proprietary information, as well as anyideas, techniques, sketches, drawings, works of authorship, models,inventions, know-how, processes, algorithms, software programs,documents, and formulae related to the current, future, and proposedproducts and services of Company, and also any information concerningany research, experimental work, development, design details andspecifications, engineering, financial information, purchasing,customer lists, investors, employees, business and contractualrelationships, business forecasts, sales and merchandising, ormarketing plans of Company and any information Company providesregarding third parties.
2. Non-Disclosure. Recipientagrees that at all times and notwithstanding any termination orexpiration of this Agreement it will hold in strict confidence andnot disclose to any third party any Confidential Information exceptas approved in writing in advance by Company, and will use theConfidential Information for no purpose other than the Purpose. Recipient shall only permit access to Confidential Informationto those of its employees or authorized representatives having a needto know and who have signed confidentiality agreements or areotherwise bound by confidentiality obligations at least asrestrictive as those contained herein.
3. Noticeof Disclosure. Recipientshall immediately notify Company upon discovery of any loss orunauthorized disclosure of the Confidential Information.
4. Useof Confidential Information. AllConfidential Information is provided “AS IS,” without anywarranty of any kind. Recipient recognizes and agrees thatnothing contained in this Agreement shall be construed as granting itany property rights, by license or otherwise, to any ConfidentialInformation, or to any invention or any patent, copyright, trademark,or other intellectual property right that has issued or that mayissue, based on such Confidential Information. Recipient shallnot make, have made, use or sell for any purpose any product orservice or other item using, incorporating or derived from anyConfidential Information, nor make any filings or registrations basedon the receipt or use of the Confidential Information, absentseparate written approval of Company.
5. NoReproduction. ConfidentialInformation shall not be reproduced in any form except as required toaccomplish the intent of this Agreement. Any reproduction ofany Confidential Information shall remain the property of Company andshall contain any and all confidential or proprietary notices orlegends which appear on the original.
6. Term. ThisAgreement shall terminate three (3) years after the Effective Date,or may be terminated by either party at any time upon thirty (30)days written notice to the other party; provided, however,Recipient’s obligations under this Agreement shall survivetermination of the Agreement between the parties and shall be bindingupon the Recipient’s heirs, successors and assigns. Upontermination or expiration of the Agreement, or upon written requestof Company, Recipient shall promptly return to the Company alldocuments and other tangible materials representing the ConfidentialInformation and all copies thereof.
7. Miscellaneous.
7.1. Amendmentsand Waivers. Any term of this Agreement may be amended or waived only withthe written consent of the Company.
7.2. SoleAgreement. The Agreement sets forth the complete, exclusive and finalstatement of the agreement between the parties as to the subjectmatter hereof and supersedes all prior and contemporaneousagreements, understandings, negotiations and discussions, whetheroral or written, between the parties regarding such subject matter.
7.3. Notices. Any notice required or permitted by this Agreement shall be inwriting and shall be deemed sufficient upon delivery, when deliveredpersonally or by overnight courier or sent by email or fax (uponcustomary confirmation of receipt), or forty-eight (48) hours afterbeing deposited in the U.S. mail as certified or registered mail withpostage prepaid, addressed to the party to be notified at suchparty’s address or fax number as set forth on the signature page oras subsequently modified by written notice.
7.4. Choiceof Law. The validity, interpretation, construction and performance ofthis Agreement shall be governed by the laws of the State of [CompanyHome State],without giving effect to the principles of conflict of laws.
7.5. Severability. If one or more provisions of this Agreement are held to beunenforceable under applicable law, the parties agree to renegotiatesuch provision in good faith. In the event that the partiescannot reach a mutually agreeable and enforceable replacement forsuch provision, then (i) such provision shall be excluded from thisAgreement, (ii) the balance of the Agreement shall be interpreted asif such provision were so excluded and (iii) the balance of theAgreement shall be enforceable in accordance with its terms.
7.6. Counterparts. This Agreement may be executed in counterparts, each of whichshall be deemed an original, but all of which together willconstitute one and the same instrument.
7.7. Assignment.Recipient will not assign or transfer any rights or obligations underthis Agreement without the prior written consent of Company. Anysuch assignment without prior consent shall be null and void from thebeginning. Recipient shall not export, directly or indirectly,any technical data acquired from Company pursuant to this Agreementor any product utilizing any such data to any country for which theU.S. Government or any agency thereof at the time of export requiresan export license or other governmental approval without firstobtaining such license or approval.
7.8. DisputeResolution. Recipientagrees that upon Company’s request, all disputes arising hereundershall be adjudicated in the state and federal courts havingjurisdiction over disputes arising in [CompanyHome County],[CompanyHome State]and Recipient hereby agrees to consent to the personal jurisdictionof such courts.
![Non disclosure agreement sample for software company india Non disclosure agreement sample for software company india](/uploads/1/2/5/5/125581239/497195640.png)
7.9. Adviceof Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCHPARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGALCOUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONSOF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUEDAGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
InWitness Whereof, the parties hereto have caused this Non-DisclosureAgreement to be executed as of the Effective Date.
[CompanyName]
By:____________________ SignHere
Title:___________________
Date:
Title:___________________
Date:
[Recipient]
By:____________________ SignHere
Address:[RecipientAddress]
By:____________________ SignHere
Address:[RecipientAddress]
Any [GREEN] highlighted language is intended to be filled in by the user. Any [YELLOW] highlighted language is considered optional or conditional by the attorney community. Consult with an attorney before using this document. This document is not a substitute for legal advice or services. Refer to our Terms of Service for more details.
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
Was this document helpful? Share it with your network!
Hire the top business lawyers and save up to 60% on legal fees
Trusted By
Want High Quality, Transparent, and Affordable Legal Services?