-
8/10/2019 SCT-NDA
1/4
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made on Friday, January 10, 2014
BETWEEN
1. (the "Disclosing Party"); and
2. (the "Receiving Party"),
collectively referred to as the "Parties".
RECITALS
A. The Receiving Party understands that the Disclosing Party has
disclosed or may disclose information
relating to [Software development and IT projects], which to the
extent previously, presently, or
subsequently disclosed to the Receiving Party is hereinafter
referred to as "Proprietary Information" of
the Disclosing Party.
OPERATIVE PROVISIONS
1. In consideration of the disclosure of Proprietary Information
by the Disclosing Party, the Receiving Party
hereby agrees: (i) to hold the Proprietary Information in strict
confidence and to take all reasonable
precautions to protect such Proprietary Information (including,
without limitation, all precautions the
Receiving Party employs with respect to its own confidential
materials), (ii) not to disclose any such
Proprietary Information or any information derived therefrom to
any third person, (iii) not to make any usewhatsoever at any time
of such Proprietary Information except to evaluate internally its
relationship with
the Disclosing Party, and (iv) not to copy or reverse engineer
any such Proprietary Information. The
Receiving Party shall procure that its employees, agents and
sub-contractors to whom Proprietary
Information is disclosed or who have access to Proprietary
Information sign a nondisclosure or similar
agreement in content substantially similar to this Agreement
2. INTELLECTUAL PROPERTY RIGHTS.
I. Inventions and Intellectual Property Rights. As used in this
Agreement, the term Invention
means any ideas, concepts, information, materials, processes,
data, programs, know-how,
improvements, discoveries, developments, designs, artwork,
formulae, other copyrightable
works, and techniques and all Intellectual Property Rights
therein. The term Intellectual
PropertyRights means all trade secrets, copyrights, trademarks,
mask work rights, patents and
otherintellectual property rights recognized by the laws of any
country.
-
8/10/2019 SCT-NDA
2/4
II. Background Technology.As used in this Agreement, the term
Background Technology means
all Inventions developed by Receiving Party other than in the
course of providing services to Buyer
hereunder and all Inventions acquired or licensed by Receiving
Party that Receiving Party uses in
performing services under this Agreement or incorporates into
Work Product. Receiving Party will
disclose any Background Technology which Receiving Party
proposes to use or incorporate. IfReceiving Party discloses no
Background Technology, Receiving Party warrants that it will not
use
Background Technology or incorporate it into Work Product
provided pursuant thereto.
Notwithstanding the foregoing, unless otherwise agreed in the
Project, Receiving Party agrees that
it will not incorporate into Work Product or otherwise deliver
to Buyer any software code licensed
under the GNU GPL or LGPL or any other license that by its terms
requires, or conditions the use or
distribution of such code on, the disclosure, licensing, or
distribution of the Work Product or any
source code owned or licensed by the Buyer.
III. License to Background Technology. Receiving Party hereby
automatically upon receipt ofpayment from Buyer, grants to Buyer a
non-exclusive, perpetual, fully-paid and royalty-free,
irrevocable and world-wide right, with rights to sublicense
through multiple levels of sublicensees, to
reproduce, make derivative works of, distribute, publicly
perform, and publicly display in any form or
medium, whether now known or later developed, make, have made,
use, sell, import, offer for sale,
and exercise any and all present or future rights in the
Background Technology incorporated or
used in Work Product.
IV. Ownership and Assignment of Work Product. Receiving Party
agrees that upon receipt of
payment from Buyer, any and all Work Product will be the sole
and exclusive property of Buyer. If
Receiving Party has any rights to the Work Product that are not
owned by Buyer upon creation or
embodiment, Receiving Party hereby automatically upon receipt of
payment from Buyer irrevocably
assigns to such Buyer all right, title and interest worldwide in
and to such Work Product. Except as
set forth below, Receiving Party retains no rights to use the
Work Product and agrees not to
challenge the validity of Buyers ownersh ip in the Work
Product.
V. License to or Waiver of Other Rights . If Receiving Party has
any right to the Work Product that
cannot be assigned by Receiving Party, Receiving Party hereby
automatically upon receipt of
payment from Buyer unconditionally and irrevocably grants to
Buyer during the term of such rights,
an exclusive, even as to Receiving Party, irrevocable,
perpetual, worldwide, fully paid and royalty-
free license, with rights to sublicense through multiple levels
of sublicensees, to reproduce, make
derivative works of, distribute, publicly perform and publicly
display in any form or medium, whether
now known or later developed, make, use, sell, import, offer for
sale and exercise any and all such
rights. If Receiving Party has any rights to the Work Product
that cannot be assigned or licensed,
-
8/10/2019 SCT-NDA
3/4
Receiving Party hereby automatically upon receipt of payment
from Buyer unconditionally and
irrevocably waives the enforcement of such rights, and all
claims and causes of action of any kind
against Buyer or related to Buyers customers, with respect to
such rights, and agrees, at Buyers
request and expense, to consent to and join in any action to
enforce such rights.
VI. Assistance. Receiving Party agrees to assist Buyer in every
way, both during and after the term of
this Agreement, to obtain and enforce United States and foreign
Intellectual Property Rights
relating to Work Product in all countries.
3. Competitive or Conflicting Projects. Receiving Party agrees,
during the term of this Agreement, not to
enter into a contract or accept an obligation that is
inconsistent or incompatible with Receiving Partys
obligations under this Agreement. Receiving Party warrants that
there is no such contract or obligation in
effect as of the Effective Date. Receiving Party further agrees
not to disclose to, deliver to, or induce
Buyer to use any confidential information that belongs to anyone
other than Buyer or Receiving Party.
4. Confidential Information. Receiving Party agrees that during
the term of this Agreement and thereafter,
except as expressly authorized in writing by Buyer, it (a) will
not use or permit the use of Confidential
Information (defined below) in any manner or for any purpose not
expressly set forth in this Agreement;
(b) will not disclose, lecture upon, publish, or permit others
to disclose, lecture upon, or publish any such
Confidential Information to any third party without first
obtaining Buyers express written consent on a case-
by-case basis; (c) will limit access to Confidential Information
to Receiving Party personnel who need to know
such information in connection with their work for Buyer; and
(d) will not remove any tangible embodiment of
any Confidential Information from Buyers premises without Buyers
prior written consent. Confidential
Information includes, but is not limited to, all information
related to Buyers
business and its actual or anticipated research and development,
including without limitation (i) trade
secrets, inventions, ideas, processes, computer source and
object code, formulae, data, programs, other
works of authorship, know-how, improvements, discoveries,
developments, designs, and techniques; (ii)
information regarding products or plans for research and
development, marketing and business plans,
budgets, financial statements, contracts, prices, suppliers, and
customers; (iii) information regarding the
skills and compensation of Buyers employees, contractors, and
any other Receiving Parties; (iv) the
existence of any business discussions, negotiations, or
agreements between Buyer and any third party;
and (v) all such information related to any third party that is
disclosed to Buyer or to Receiving Partyduring the course of Buyers
business (Third Party Information). Notwithstanding the foregoing,
it is
understood that Receiving Party is free to use information that
is generally known in the trade or
industry, information that is not gained as a result of a breach
of this Agreement, and Receiving Partys
own skill, knowledge, know-how, and experience.
5. Immediately upon the written request by the Disclosing Party
at any time, the Receiving Party will return to
the Disclosing Party all Proprietary Information and all
documents or media containing any such
-
8/10/2019 SCT-NDA
4/4
Proprietary Information and any and all copies or extracts
thereof, save that where such Proprietary
Information is a form incapable of return or has been copied or
transcribed into another document, it
shall be destroyed or erased, as appropriate.
6. The Receiving Party understands that nothing herein (i)
requires the disclosure of any Proprietary
Information or (ii) requires the Disclosing Party to proceed
with any transaction or relationship.
7. The Receiving Party further acknowledges and agrees that no
representation or warranty, express or
implied, is or will be made, and no responsibility or liability
is or will be accepted by the Disclosing
Party, or by any of its respective directors, officers,
employees, agents or advisers, as to, or in relation
to, the accuracy of completeness of any Proprietary Information
made available to the Receiving Party
or its advisers; it is responsible for making its own evaluation
of such Proprietary Information.
8. The failure of either party to enforce its rights under this
Agreement at any time for any period shall not be
construed as a waiver of such rights. If any part, term or
provision of this Agreement is held to be illegal
or unenforceable neither the validity, nor enforceability of the
remainder of this Agreement shall be
affected. Neither Party shall assign or transfer all or any part
of its rights under this Agreement without theconsent of the other
Party. This Agreement may not be amended for any other reason
without the prior
written agreement of both Parties. This Agreement constitutes
the entire understanding between the
Parties relating to the subject matter hereof unless any
representation or warranty made about this
Agreement was made fraudulently and, save as may be expressly
referred to or referenced herein,
supersedes all prior representations, writings, negotiations or
understandings with respect hereto.
9. This Agreement shall be governed by the laws of the
jurisdiction in which the Disclosing Party is
located (or if the Disclosing Party is based in more than one
country, the country in which its
headquarters are located) (the "Territory") and the parties
agree to submit disputes arising out of or in
connection with this Agreement to the non-exclusive of the
courts in the Territory.
[Disclosing Party] [Receiving Party]
By: _________________________________ By:
_________________________________
Name: ______________________________ Name:
______________________________
Title: _______________________________ NIC No:
_____________________________
Address: ____________________________
Address: ____________________________
Date: _______________________________ Date:
_______________________________
