The sample non-disclosure agreement shown on this page contains a set of sample clauses from our non-disclosure agreement template.
.
.
.
2. Restrictions on Disclosure and Use
2.1 Each Party undertakes as a receiving Party:
(a) to keep the Designated Information confidential at all times;
(b) to use the Designated Information only for the Purpose and not for any other purpose and for the avoidance of doubt, without limitation, the receiving Party shall not make any commercial use of any Designated Information or use the same for the benefit of itself or any third party other than pursuant to a further agreement with the disclosing Party;
(c) not to disclose, without the disclosing Party’s prior written consent:
(i) the fact that the Designated Information has been made available to the receiving Party or any other person; or
(ii) the fact of discussions or negotiations between the receiving Party and the disclosing Party in relation to the Project; or
(iii) any proposed or possible terms or conditions which are applicable in relation to the Project;
(d) to take reasonable security precautions (at least as comprehensive as the precautions the receiving Party takes to protect its own confidential information which the receiving Party warrants are adequate to prevent unauthorised disclosure, copying or use) to keep confidential the Designated Information;
(e) not to disclose Designated Information to any person except in confidence to such of its directors, employees and professional advisers who reasonably need access to the Designated Information for the Purpose (“Permitted Disclosees”) and provided that all Permitted Disclosees are informed of the terms of this Agreement and (i) are obliged by their contracts of employment or service not to disclose the same or, as the case may be, (ii) enter into legally binding confidentiality agreements on equivalent terms to this Agreement;
(f) to be responsible for the performance of Clauses 2.1 (a), (b) and (c) above and Clause (g) and (h) below on the part of its Permitted Disclosees;
(g) not to copy, reproduce, summarise or reduce to writing any part of any Designated Information except as may be reasonably necessary for the Purpose and that any copies, reproductions, summaries or reductions so made will be the property of the disclosing Party; and
(h) not to reverse engineer, decompile or disassemble any software or code disclosed by the disclosing Party.
.
.
.
4. Return of Designated Information
4.1 Upon the cessation of the Purpose or receipt of the disclosing Party’s request in writing the receiving Party shall, and shall procure that any Permitted Disclosees shall, return to the disclosing Party all documents and materials containing Designated Information, (including any copies, reproductions, summaries and reductions to writing thereof) or, at the disclosing Party’s discretion, certify destruction of the same.
4.2 Notwithstanding the completion of the Purpose or the return of documents as contemplated in Clause 4.1 above, the receiving Party shall continue to be bound by the undertakings set out in Clause 2.
.
.
.
6. Property in Designated Information
6.1 All Designated Information is and shall remain the property of the disclosing Party notwithstanding anything added thereto by the receiving Party. By disclosing information to the receiving Party, the disclosing Party does not grant any express or implied right to the receiving Party to or under any of the disclosing Party’s patents, copyrights, trademarks, or trade secret information or any other intellectual property rights. No warranty or representation, express or implied, is given by the disclosing Party as to the accuracy, efficiency, completeness, capabilities or safety of any materials or information provided hereunder and the disclosing Party shall have no liability in respect of or resulting from the Designated Information.
.
.
.
This sample non-disclosure agreement is taken directly from the non-disclosure agreement template which is available on this website to download instantly. Some of the clauses have been removed for this sample non-disclosure agreement.
