Non-Disclosure Agreement (Format I)
| Updated at | October 2011 |
This Agreement made on this _____ day of __________, ______ (the ''Effective Date'')
Beteween:
______________________________________________________________
AND
______________________________________________________________
(hereinafter referred to, individually, as the "Party" and collectively, as the "Parties")
Background:
i) The Parties are, or will be, evaluating, discussing and negotiating a potential contractual relationship concerning the ___________________________________________________________________ (the ''Project'').
ii) The Parties may, in these evaluations, discussions and negotiations, disclose to each other information that is technically and /or commercially confidential.
iii) The Parties have agreed that disclosure and use of such technical and/or commercial confidential information shall be made and on the terms and conditions of this Agreement.
Now it is agreed as follows:
1.0 Definitions:
In this Agreement the following terms shall, unless the context otherwise requires, have the following meanings:
1.1 ''Disclosing Party'' means the Party disclosing Confidential Information to the other Party under this Agreement.
1.2 ''Receiving Party'' means the Party receiving Confidential Information from the other Party under this Agreement.
1.3 ''Confidential Information'' means any information, which shall include but is not limited to, design, fabrication & assembly drawings, know-how, processes, product specifications, raw materials, trade secrets, market opportunities, or business or financial affairs of the Parties or their customers, product samples, inventions, concepts and any other technical and/or commercial information, disclosed directly or indirectly and in any form whatsoever (including, but not limited to, disclosure made in writing, oral or in the form of samples, models, computer programs, drawings or other instruments) furnished by the Disclosing Party to the Receiving Party under this Agreement.
1.3.1 Such Confidential Information shall also include but shall not be limited to:
1.3.1.1 information disclosed by the Disclosing Party in writing marked as confidential at the time of disclosure;
1.3.1.2 information disclosed by the Disclosing Party orally which is slated to be confidential at the time of disclosure;
1.3.1.3 information disclosed in any other manner is designated in writing as Confidential Information at the time of disclosure; or
1.3.1.4 notwithstanding sub-clauses 1.3.1.1, 1.3.1.2 and 1.3.1.3 of this definition, any information whose nature makes it obvious that it is confidential.
1.3.2 Such Confidential Information shall not include any information which:
1.3.2.1 is, at the time of disclosure, publicly known; or
1.3.2.2 becomes at a later date, publicly available otherwise than a wrongful act or negligence or breach of this Agreement of or by the Receiving Party; or
1.3.2.3 the Receiving Party can demonstrate by its written records was in its possession, or known to the Receiving...
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