Confidential Disclosure Agreement and Non-Compete Agreement - sample format

| | 7 min read
When a company takes up a project with a client they normally will have to sign an agreement with the client that neither party will disclose information that will be shared as part of the project to anybody else and that the information shared shall not be used for creating competing products/services by the company. This is a standard document that needs to be signed for most projects. This document is also referred to as Non Disclosure Agreement. We are publishing our Confidential Disclosure Agreement here. Feel free to copy and use for your needs.


This Corporate Non-Disclosure (confidential) agreement is entered into and made effective as on <weekday> __ day of <month>, <year> between <Your company name and address>, herein referred to as 'company' and ____________<Client>_____<address>_________ herein after referred to as 'Client'. Unless the company specifies that this agreement will apply only to a specific division or location, this agreement will apply to the participant’s entire company worldwide.

Whereas, 'client’ and 'company’ has certain confidential information which it desires to disclose confidentially to each other relating to client information provided by him including but not limited to trade secrets and proprietary information pertaining to finances, marketing plans and techniques, forecasts, operational structures and methods, pricing policies, customer lists and other proprietary, private confidential business matters, all hereinafter referred to as the INFORMATION, and both parties hereby agree that this two way exchange is for the sole purpose of evaluating potential business opportunities involving each party or one or more subsidiaries of each party.

The parties agree as follows:

1. Information: Each under signed party (the receiving party) understands that the other party (the disclosing party) has disclosed or may disclose information relating to the disclosing party and/or its products, which has been conspicuously marked or otherwise specifically identified as confidential or proprietary, whether oral, written, graphic or in machine-readable form, which has commercial, technical and/or other value in the Disclosing party’s business and is confidential in nature (including, without limitation, trade secrets, patents, patent applications, copyrights, know-how, processes, ideas, inventions (whether patentable or not), formulas, computer programs, databases, technical drawings, designs, algorithms, technology, circuits, layouts, interfaces, materials, schematics, names and expertise of employees and consultants, any other technical, business, financial, customer and product development plans, supplier information, forecasts, strategies and other confidential information) of the disclosing party. Oral statements made by either party to the other party shall not be considered confidential information unless the party making the statement expressly states before such making such statement that it is deemed confidential and confirms so in writing within (30) days after the disclosure, referencing the date and specifically identifying the confidential information that was orally disclosed. Not withstanding anything to the contrary herein, the existence or subject matter of this agreement, including the fact that any investigations, discussions or negotiations are taking place concerning a possible transaction or the status thereof, or that the receiving party has received confidential information from the disclosing party shall be deemed to be confidential information. In no event shall either party disclose any aspect of the working relationship to any third party.

2. Obligations: The receiving party shall maintain the information received (from the disclosing party) in trust and confidence and shall not use directly or indirectly with businesses fully or partially, owned by the disclosing party. The receiving party shall disclose the Information received by it under this Agreement only to persons within its organization who have a need to know the Information in the performance of their duties and who are bound by agreements to protect the confidentiality of the Information. For the purpose of this agreement, the term employees shall include independent contractors of each party. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know. Any copies that are made will be identified as belonging to the disclosing party and marked 'confidential'.

3. Obligation of confidentiality shall not extend to: The receiving party shall not be liable for the disclosure of any confidential information, which is: Rightfully in the public domain: except other than by a breach of a duty to the disclosing party. Rightfully received from the third party with out any obligation of confidentiality; Rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party; Independently developed by the employees of the receiving party; Generally made available to third parties by the disclosing party without restriction on disclosure. Is required to be disclosed by the disclosing party to comply with the applicable laws or government regulations.

4. If the receiving party becomes compelled to disclose the disclosing Party’s Confidential Information to any governmental or regulatory authorities, or as required by law or court order, the receiving Party shall inform the disclosing Party, in writing, of such fact or obligation as soon as reasonably possible after it becomes aware of it and, if possible, before any Confidential Information is disclosed. The receiving Party, compelled to disclose shall ensure, insofar as it is able to procure the same, that any such disclosure will be limited to the minimum amount of Confidential Information required to satisfy that disclosure obligation. Each Party agrees to assist and co-operate in any appropriate action that the other Party may decide to take.

5. This agreement shall be in force for not more than 3 years starting from the effective date. However, unless at least on of the exceptions set forth in section 3 below has occurred, the receiving party will continue to treat such Confidential Information as the confidential information of the disclosing party and only disclose any such confidential information to third parties under the terms of a non-disclosure agreement.

6. Title: Each party acknowledges and agrees that As between the parties, the confidential information is and shall remain the sole and exclusive property of the disclosing party, No patent, copyright, trademark, trade secret or other proprietary right is licensed, granted or otherwise transferred by this agreement or any disclosure hereunder except for the right to use such confidential information in accordance herewith; and Any confidential information is provided by the disclosing party wholly on an 'AS IS' basis and no warranties of any kind are given with respect to any confidential information disclosed hereunder or any use thereof.

7. This Agreement supersedes any and all prior agreements, written or oral, negotiations, communications, understanding and terms, whether expressed or implied regarding the confidential information, between the receiving party and the disclosing party relating to the Information. This Agreement may not be modified in whole or in part except by an agreement in writing signed by receiving party and the disclosing party. Any other agreements between the parties, including non-disclosure agreements will not be affected by this agreement.

8. If any clause of this Agreement or part thereof is found by a court of law or jurisdiction to be unenforceable or void, the validity of any other clause or part thereof will not be affected.

9. Nothing in this Agreement may be deemed or construed as creating any license or rights in or with respected to any invention, concept, discovery, trade secret, or information contained in the INFORMATION provided.

10. This agreement shall not prevent the disclosing party from making use of, or disseminating the Information, or from entering into any agreement with any other party in connection with the Information in any way the 'disclosing party' deems fit and without any obligations to the 'receiving party'.

11. The 'receiving party' shall make no use of the Information except for the purposes of evaluation recited herein, unless agreed to in writing by the 'disclosing party'. Upon payment of all outstanding fees, Company owns the application, images and associated computer files. Such information may be digitally stored or in hard copy format at RECEPIENT’S facilities. If requested in writing, 'receiving party' will provide all such materials to the disclosing party or his agent within 14 days of such request.

12. The failure on either party to enforce any right resulting from breach of any provision of this agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or any other right herein under.

13. Termination: Neither party has any obligation to disclose Information to the other. Either party may terminate this agreement at any time without cause upon written notice to the other party; provided that each party’s obligation with respect to Information disclosed during the term of this agreement will survive any such termination. Either party may at any time Cease giving confidential information to the other party with out any liability, and/or Request in writing the return or destruction of all or part of its Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.

In witness whereof, the parties have hereby executed this agreement as of the effective date.

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