Non-disclosure agreement

Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement (this “Agreement”) is made as of effective_date by and between:

Name: company_name

Jurisdiction of registration: company_jurisdiction_of_registration

Address: company_address

VAT: company_vat_number

CoC: company_chamber_of_commerce_number

(the “Company”)

and:

Name: counterparty_name

Type of company: counterparty_company_type

Jurisdiction of registration: counterparty_jurisdiction_of_registration

Address: counterparty_address

(the “Counterparty”).

Each party has disclosed and/or may further disclose its Confidential Information (as defined below) to the other in connection with the Relationship (as defined below) pursuant to the terms and conditions of this Agreement. As used herein, the term “Discloser” shall refer to the Company whenever the context refers to the Company’s Confidential Information being disclosed to Counterparty, which is referred to as “Recipient” in that context. Conversely, the term “Discloser” shall refer to Counterparty whenever the context refers to Counterparty’s Confidential Information being disclosed to the Company, which is referred to as “Recipient” in that context.

Recitals

The parties wish to explore a possible business opportunity of mutual interest regarding Counterparty purchasing of Company’s products and/or services (the “Relationship”) in connection with which Discloser has disclosed and/or may further disclose its Confidential Information (as defined below) to Recipient. This Agreement is intended to allow the parties to continue to discuss and evaluate the Relationship while protecting Discloser’s Confidential Information (including Confidential Information previously disclosed to Recipient) against unauthorized use or disclosure.

Agreement

In consideration of the premises and mutual covenants herein, the parties hereby agree as follows:

Definition of Confidential Information.

“Confidential Information” means information and physical material not generally known or available outside Discloser and information and physical material entrusted to Discloser in confidence by third parties. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Discloser (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by Discloser (whether by oral, written, graphic or machine-readable format), whether or not it is designated orally or in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

Exceptions.

Notwithstanding the above, information disclosed hereunder shall not be considered “Confidential Information” as defined herein where Recipient can prove that such information:

1. Was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient;
2. Was known to Recipient, without restriction, at the time of disclosure;
3. Was independently developed by Recipient without any use of the Confidential Information;
4. Is disclosed generally to third parties by Discloser without restrictions similar to those contained in this Agreement; or
5. Becomes known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not in violation of Discloser’s rights.

Nondisclosure of Confidential Information.

Recipient shall not use any Confidential Information disclosed to it by Discloser for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Recipient shall not disclose or permit disclosure of any Confidential Information of Discloser to third parties or to employees of Recipient, other than directors, officers, employees, consultants, and agents of Recipient who are required to have the information in order to carry out the discussions regarding the Relationship. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient shall notify Discloser of any misuse, misappropriation, or unauthorized disclosure of Confidential Information of Discloser that may come to Recipient’s attention.

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