NON-DISCLOSURE AGREEMENT
This agreement is made on the ___ day of __________, 200_ between __________________, of _____________________, (the “First Party”); and ___________________, of _____________________ (the “Second Party”)
WHEREAS:
1. The First Party may disclose to the Second Party certain information concerning a potential business relationship as defined in Exhibit A attached to this Agreement and which conforms an integral part hereof (the “Business Relationship”) and such other information as may be necessary to disclose to the Second Party, to enable the Second Party to evaluate the possibility of the Business Relationship, all of which Information (as hereinafter defined), is regarded by the First Party as confidential, and
2. The First party wishes to ensure that the Second Party shall maintain the confidentiality of the Information so disclosed as hereinafter provided.
THEREFORE THE PARTIES HEREBY UNDERTAKE AS FOLLOWS:
3. The Second Party acknowledges that the First Party has agreed to provide, and the Second Party shall receive and/or have access to the Information, strictly subject to the terms hereof.
For the purposes of this Agreement “Information” shall mean and include the existance of this Agreement, all information regarding the businesses, actions, relationships with clients, financial, pecuniary, legal, names of potential suppliers, customers or partners, proposed business deals, reports, plans, material and components, market projections, software programs, formulations, data, technology, know-how, ideas for ventures, concepts, designs, inventions, discoveries, models, trade and business secrets and any other information of the First Party, which is of a confidential and/or proprietary nature, whether disclosed by written documents or other form, including on magnetic media, by telecopy (fax), discussions, visual or other means.
Notwithstanding the foregoing, the following will not constitute Information for the purposes of this Agreement: (i) Information which the First Party can document was already in its possession prior to the date hereof, (ii) Information which has become public knowledge through actions of others, without breach of any confidentiality obligation.
4. The Second Party shall retain the Information in the strictest confidence and, except as otherwise expressly provided in this Agreement or in writing from the First Party, shall not modify, copy or adapt the Information or disclose it to any person, firm or corporation.
5. Should the Second Party develop similar Information, the burden of proof is on the Second Party to prove that the development is not a modification, a copy or an adaptation of the Information.
6. The Second Party shall not use the Information for any purpose whatsoever other than for the evaluation of such information for the purposes of a possible Business Relationship, unless otherwise permitted in writing by the First Party.
7. The Second Party shall restrict disclosure of the Information to those employees and consultants who have a need to know, and are bound, whether as a condition of their employment/consultancy agreement or otherwise, by a written non-disclosure agreement of at least equal scope to this Agreement and which extends to the Information.
Notwithstanding the foregoing, the Second Party shall be liable to the First Party with respect to each of the Second Party’s employees, former employees, consultants and former consultants at all times, regardless of termination of any employment, consultancy or other relationship, for any breach of confidentiality or non-disclosure obligations by any such person in connection with the Information.
8. The Second Party shall at all times take the necessary precautions to keep the Information confidential, and such precautions shall in no event be less than those the Second Party utilizes to protect its own proprietary information and trade secrets. The Second Party hereby represents to the First Party that policies and procedures have been instituted which provide adequate protection for the Second Party’s own confidential information. Without derogating from the foregoing, the Second Party will promptly notify the First Party of any unauthorized release of the Information.
9. The Information is and shall always remain the exclusive property of the First Party, and the Second Party hereby acknowledges the right, title and interest of the First Party in and to the Information. The Second Party will not at any time, infringe, contest, dispute or question such right, title or interest nor aid others in doing so, directly or indirectly. Second Party shall not use the Information other than as explicitly permitted by the First Party.
10. The disclosure to the Second Party of the Information or its use by the Second Party shall not be construed in any way to grant to the Second Party any right or license with respect to the Information other than the right to use the same strictly in accordance with the terms hereof.
11. The Second Party acknowledges that the Information is the valuable proprietary information and/or confidential trade secret of the First Party and that the First Party will sustain irreparable financial and business loss by any breach of the terms of this Agreement and that the First Party, in the event of a breach of this Agreement by the Second Party, shall be entitled, without prejudice, to all remedies, including, without limitation, injunctive or other equitable relief, and any such relief shall be in addition to and not in lieu of any appropriate relief in the way monetary damages, including reimbursement of any expenses and reasonable attorneys fees.
12. This Agreement shall commence on date first written above, and shall continue in full force and effect for an unlimited period.
Upon the First Party’s first written request, the Second Party shall (i) promptly return to the First Party all tangible embodiments of the Information, whether provided by the First Party or made by the Second Party; (ii) take all necessary steps to ensure the prompt return by the Second Party’s present or former consultants or employees to the First Party of all tangible embodiments of the Information provided to or in the possession or control of such persons and (iii) immediately cease all further use of the Information.
13. The Second Party acknowledges that the First Party makes no representation or warranty as to the reliability, accuracy or completeness of Information. It is agreed that the First party, nor any of its respective officers, directors, employees, or agents shall have any liability to the Second party or any of its representatives arising from the use of Information in accordance with this Agreement.
14. The parties mutually acknowledge that, except for this Agreement, neither party shall be committed to the other party in any way unless and until a further formal agreement is duly executed and delivered and that neither party is obligated in any way to enter into any such agreement. The parties agree not to make, issue, or release any public announcement, statement, or acknowledgment of the existence of this Agreement, the discussions between the parties or any evaluation being undertaken by either party without the prior written consent of the other party, except as may be required by law.
15. This Agreement is the complete and exclusive agreement of the parties with respect to the subject matter hereof, it supersedes all prior written or oral understandings relating thereto, and shall survive the expiration or termination of any other agreement between the parties. This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each Party hereto.
16. This Agreement shall be subject to and interpreted in accordance with the laws of the State of Israel, and the competent courts of the District of Tel Aviv – Jaffa, in Israel, shall have exclusive jurisdiction with respect to any dispute arising of the provisions of this Agreement.
17. The provisions of this Agreement are independent of and severable from each other. If any provision is found to be invalid or unenforceable for any reason, that provision shall be deemed modified to the extent necessary to make it valid and operative, or if it cannot be so modified, then eliminated, and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion so modified or eliminated.
18. No failure or delay by the parties hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
19. This Agreement and the rights and obligations granted to and undertaken by the parties shall not be assignable or transferable, in whole or in part, by either party without the prior written consent of the other party.
THIS NON-DISCLOSURE AGREEMENT HAS BEEN SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF EACH PARTY:
______________________ _____________________
[First Party] [Second Party]
By: __________________ By: _________________
Title: ________________ Title: ________________
כל המידע הנכלל באתר זה, הינו בבחינת מידע כללי בלבד ואינו בגדר חוות דעת ו/או ייעוץ משפטי מוסמך. אין להסתמך על המידע המתפרסם כאן בקבלת החלטות ו/או לשם נקיטת צעדים בעלי השלכות כלכליות ו/או אחרות, ללא התייעצות נוספת עם בעלי מקצוע מתאימים.2004-2010 (C) כל הזכויות שמורות למשרד ארז אלמוג - עורכי דין
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