Consultant non disclosure agreement pdf
Consultant non disclosure agreement pdf
Gemaakt door advocaten & experts Professioneel ogende opmaak Gewoon fill-in-the-blanks & print 100% aanpasbaar MS Word document Compatibel met alle office suites Aanpassen en verzenden voor ondertekening non-disclosure overeenkomst Deze Non-Disclosure Agreement (Agreement) is aangegaan op XX XX, 2013, door en tussen Bedrijfsnaam, een XXX-bedrijf, met haar hoofdkantoren op XXX (Bedrijf) en
OVERWEGENDE dat de onderneming (met inbegrip van haar dochterondernemingen en gelieerde ondernemingen) intellectuele eigendom heeft ontwikkeld of bezit (waaronder, maar niet beperkt tot, software, databases, gegevens en systemen), financiële, technische, operationele, marketing-, administratieve en/of bedrijfsinformatie, processen en procedures die zij vertrouwelijk en/of eigendom acht, waarvan het ongeoorloofd gebruik of de openbaarmaking nadelig kan zijn voor haar zakelijke belangen; Now, therefore, for a good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, both parties agree as follows: As used herein, Information means intellectual property (including trade secrets, software and source code), Information or data that exist in any form and/or communicated, including, but not limited to, oral, written, graphic, electronic or electromagnetic forms, and proprietary information: (subject to Article 4(a), (b), (c), (d) and (e), information for which the company imposes restrictions on use and/or disclosure or which is clearly marked as confidential or, if orally stated, Consultant at the time of disclosure that such disclosure is disclosed. Consultant will treat proprietary information provided by the company as confidential and will protect it in the same way that Consultant handles its own proprietary information of the same kind, but will use no less than a reasonable level of care. Consultant will use such proprietary information only for the purposes for which it is disclosed below and will in no way disclose, disseminate or disseminate proprietary information to anyone, except as provided for in this Agreement. Upon discovery by Consultant of unauthorized use or disclosure, this party will notify company and will seek to prevent further unauthorized use or disclosure. Consultant also agrees that: (I) only consultants's employees with a clear and defined need to access to proprietary information; (ii) Proprietary information may not be provided to third parties without the company's prior written consent; (iii) the authorised disclosures to third parties are subject to all the provisions of this Agreement; (iv) copies of proprietary information (oral, written, graphic, electronic or or without prior written approval from the holding; (v) all approved copies must be appropriate legends indicating that this information is proprietary information; and (vi) Consultant does not use any of the proprietary information for any purpose, except those expressly considered by this agreement and a consultancy agreement between the parties. The Company's proprietary information shall be treated and protected by the Consultant for a period of five (5) years after disclosure, unless proprietary information: (a) is generally available to the public, without the fault of a consultant or his employees and without breach of this agreement; (b) are already in the possession of a consultant without restriction and before the following publication; or (c) independently developed by Consultant employees without breach of this agreement; or (d) approved in writing for release or disclosure without restriction by the company. Consultant explicitly acknowledges and agrees that it may be exposed to company information, whether it is company or third parties, which company did not intend to disclose and/or that company did not intend to receive, only as a result of Consultant's contact with the company's buildings or employees. If Consultant inadvertently receives such company information in the course and extent of his contact with the Company, Consultant will protect such company information from further disclosure and will not use such company information in any way and will return this information to the company immediately after its discovery. Consultant will maintain strength policies that require its employees to handle and maintain proprietary information in a confidential manner. This Agreement shall remain in force for two (2) years, except that the company's obligations of confidentiality and all enforcement rights survive any expiry date or other termination of this agreement.
Consultant will return to the company, or at the company's request, destroy all proprietary information immediately at the company's written request, except a copy may be retained by the Legal Department of the Consultant with the sole purpose of responding to any claims below. Subject to express provisions in this Agreement, neither Party shall disclose the existence or nature of discussions between the Parties with regard to proprietary information without the prior written consent of the other Party. Each Party acknowledges and agrees that a breach of this Agreement by Consultant will cause irreparable harm to the Company, and further acknowledges and agrees that company has the right to appeal to a court of jurisdiction to prevent violation or to stop any further or ongoing violation. Each Party recognises and agrees that such a remedy is cumulative and to another remedy Company may have by law or in equity. This Agreement and all obligations and rights arising under this Agreement shall be binding on and inure for the benefit of the Parties and their respective successors and the allocations authorised and its provisions may be amended, amended or waived only in writing by the Parties. This Agreement may be carried out in two (2) or more counterparts, each of which, when implemented, is considered original for all purposes, provided that all its counterparts together form one and the same document. This agreement is governed by and interpreted in accordance with the law of the State of Delaware, without taking into account the rules of the choice of law. Both Parties acknowledge that they have read, understand and agree to be bound by this Agreement and further agree that this Agreement is the full and exclusive declaration of the agreement between the Parties on the subject matter of this Agreement, which replaces all proposals, and any other communication, whatever its form, between the Parties with regard to the subject matter of this Agreement. IN WITNESS WHERE, the undersigned have executed this agreement from the day it was first written above. XXX (COMPANY) XXX (CONSULTANT) By:
By: Name: Name: Title: Title: Date: Date: 1 A suggested confidentiality clause follows:(a) The work product of Consultant shall mean any and all tangible products, data, reports, information recorded by whatever means, documents, written materials, and any and all other work products, or any portion thereof, including drafts, prepared, generated or provided by Consultant in connection with Consultant's performance of the Services (Work Product). All the work product is the sole property of the customer. Consultant hereby assigns to the Customer all rights, title and interest in each work product, including all copyrights in such a work product. (b) For the purposes of this Agreement, any information provided by the customer to Consultant shall be any information relating to the services provided by consultant and any information relating to the customer's activities, including, without limitation, the identity of the customer, deemed and treated as strictly confidential, non-public information (Non-public information) unless and until the customer specifically authorising the contractor in writing that such information may be treated as public. Except as required by law, Consultant may disclose non-public information only with the prior written consent of the customer. Consultant has no power to provide non- public non-public except in accordance with this section. Information that is already in the public domain is not considered non-public information. (c) The consultant may not provide any work products or non-public information or non-public information, obtained or created under this agreement, to any federal, state or
local government or body, nor to any other person or entity, public or private, without (i) express written consent of the Customer, or (ii) a court or administrative order requiring disclosure. In the event that consultant provides the opinion that it is legally required to disclose work products or non-public information or is served with a court or administrative order requiring disclosure of a work product or non-public information, it will immediately notify the customer in writing and, in accordance with the customer's management, respond, appeal or challenge such a subpoena. , or judicial administrative order, prior to disclosure, and will cooperate fully with the customer in responding, appealing or appealing to such a subpoena, or court or administrative order. Neither Consultant nor its affiliated entities may provide any work product or non-public information to any person or entity, nor may they use or permit the use of a work product or non-public information to promote any private interest other than envisaged in this Agreement. The consultant shall take appropriate measures to ensure the confidentiality and protection of all work products and all non-public information and to prevent it from being made public or unintentionally disclosed or not used by consultant or subcontractors or by his employees or related entities. This right survives the expiration date or termination of this agreement. Agreement.
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