THIRD-PARTY NON-DISCLOSURE AGREEMENT
This contract covers the responsibilities, limitations, etc., of a subcontracted independent third party.
( For use in outsourcing with other developers, integrators)
THIS THIRD-PARTY NON-DISCLOSURE AGREEMENT (heretofore, this "Agreement"), is entered into on _______________ [date] , between The the Company Corporation, a(n) _______________ [state of incorporation] corporation, with offices located at _______________ (henceforth, "the Company"), and _______________ [name of your partner] , a(n) _______________ [state of incorporation] corporation, with offices located at _______________ (henceforth, "the Subcontractor").
WHEREAS, the Company has developed certain computer products, programs, software applications, other goods and services of a unique and novel nature, and has confidential financial information, all of which are referred to collectively as "Data."
THE PARTIES AGREE:
1. Disclosure. At times convenient to the Company, the Company shall disclose the Data to those employees and agents of the Subcontractor who shall be designated in writing by the Subcontractor as its representatives. The Company shall explain the Data and shall answer to the best of its ability those questions asked by the Subcontractor's representatives which may advance their understanding of the Data. The Company may submit to the Subcontractor's representatives certain writings relating to the Data and shall permit them to copy those writings. The Company shall furnish such information and assistance reasonably necessary to enable the Subcontractor's representatives to understand and evaluate the Data. The contents of such disclosure, explanation, and writings are trade secrets belonging to the Company and are proprietary information of the Company. Such disclosure and explanation are given solely to enable the Subcontractor to evaluate the Data. All reasonable expenses incurred by the Company in furnishing the assistance and information required under this paragraph shall be paid for by the Company.
2. Coverage. This Agreement covers all trade secrets and proprietary information of the Company disclosed to the Subcontractor, and of the Subcontractor disclosed to the Company, after the date hereof, including, but not limited to, the following Data and Information: system documentation, codes, manuals and other related materials, marketing plans, pricing, customers, discounts, financial statements and detailed financial information.
3. Representations. The Company represents and covenants that the Data, and the writings relating thereto are secret; they have not been revealed to anyone except employees of the Company and others who are bound by written non-disclosure agreements.
4. Duties of the Subcontractor. the Subcontractor shall:
(a) receive and hold in confidence all information received pursuant to this Agreement, and take all reasonable measures to prevent disclosures to others, treating the trade secrets of the Company as if they were trade secrets of the Subcontractor;
(b) return promptly all writings submitted by the Company to the Subcontractor's representatives, and not retain copies of any such writings;
(c) instruct its representatives to hold in confidence all information received from the Company until such information is available to the public generally or to the Company's competitors;
(d) not use the trade secrets and other proprietary information given to the Subcontractor's designated representatives, as provided for in paragraph 1, or embody such trade secrets and other proprietary information in any of its products or exploit them in any way. "Trade Secrets' and "Proprietary Information" mean information, whether written or oral, identified as proprietary and not generally available to the public. It shall not include:
(1) information, which at the time of disclosure, had been previously published;
(2) information which is published after disclosure unless such publication is a breach of this Agreement;
(3) information which, prior to disclosure to the Subcontractor, was already in its possession as evidenced by written records kept in the ordinary course of business by the Subcontractor or by proof of actual use by the Subcontractor;
(4) information which, subsequent to disclosure, is obtained by the Subcontractor from a third person who is lawfully in possession of such information, and not in violation of any contractual, legal, or fiduciary obligation to the Company with respect to such information and who does not require the Subcontractor to refrain from disclosing such information to others.;
(5) information which is disclosed pursuant to the lawful requirement or request of a governmental agency or court of law, provided that the Subcontractor has given prior written notice to the Company and has reasonably assisted the Company to obtain a protective order limiting disclosure and use of any information so disclosed; and;
(6) information which is explicitly approved for release by written authorization of the Company.
5. Indemnification. The the Subcontractor will indemnify and hold the Company harmless from and against any and all loss, liability, claim and expense, including all court costs and expenses and attorneys' fees and expenses, which the Company suffers as a result of a violation of this Agreement by the Subcontractor.
6. Injunctive Relief. the Subcontractor acknowledges that the disclosure of the Data under this Agreement would give rise to irreparable injury to the Company, inadequately compensable in damages. Therefore, the Company may seek and obtain injunctive relief against the breach or threatened breach of the Subcontractor's obligations and undertakings hereunder, in addition to any other legal remedies which may be available.
7. Governing Law. This contract will be governed by and construed in accordance with the law of _______________ [state of location of the Company] .
8. Notices. All notices and demands of any kind or nature which any party to this Agreement may be required or may desire to serve upon any other in connection with this Agreement shall be in writing and may be served personally or (as an alternative to personal service) by prepaid registered or certified United States mail or by private mail service (e.g., Federal Express or DHL), in either case to the address set forth on page 1 of this Agreement. Service of such notice or demand so made shall be deemed complete on the day of actual delivery as shown by the addressee's registry or by carrier or other certification receipt or at the expiration of three (3) days after the date of mailing, whichever is earlier in time. Any party hereto may from time to time, by notice in writing served upon the other parties as aforesaid, designate a different mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.
IN WITNESS WHEREOF, the parties hereto have signed this Non-Disclosure Agreement the day and year first above written.
[Your Company's Name]
By: _____________________
Pres.____________________
[the Subcontractor]
By: _____________________
Pres.____________________
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