This confidential Non-Disclosure Agreement (“NDA”) is entered into by
the companies listed above and is effective as of the date listed below.
In consideration for the disclosure by one party (“Disclosing Party”) to
the other party (the “Recipient”) of information, agreement is as follows:
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The term “Proprietary Information” means any and all information, in
any form, whether of a technical or commercial nature including, but
not limited to, any information relating to the requirements, pricing,
specifications, procurement, program, or project which is disclosed
prior to, or subsequent to, the date of this Agreement by the
Disclosing Party to the Recipient and identified by the Disclosing
Party at the time of disclosure as being Proprietary Information. If
the Proprietary Information is disclosed in a form other than in
writing, this disclosure shall be confirmed in writing by the
Disclosing Party as being Proprietary Information within thirty (30)
days of disclosure.
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Proprietary Information shall not include information which, at the
date of signature hereof, or thereafter: (i) becomes public domain;
(ii) is known to the Recipient prior to being disclosed by the
Disclosing Party; (iii) is developed independently by the Recipient;
(iv) becomes generally known in the industry to which it pertains; or
(v) is legally obtained by the Recipient at any time from other
sources who are not subject to proprietary restrictions. The
Recipient shall have the burden of proof in establishing any of the
above-mentioned exceptions.
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The Recipient agrees to use the Proprietary Information solely for
the purposes of its evaluation of the requirement, quotation,
program, project, or other related activity, and agrees not to
disclose the Proprietary Information to any third party.
Notwithstanding the foregoing, the Recipient may disclose Seller’s
Proprietary Information to Recipient’s ultimate customer(s), and IDC
may disclose Discloser’s Proprietary Information to its vendor for the
items or services to be provided, if any such third party agrees to be
bound by a non-disclosure agreement similar to that contained herein.
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The Recipient agrees to retain the Proprietary Information of the
Disclosing Party in confidence and to exercise toward it at least the
same degree of care and protection that it takes to safeguard its own
Proprietary Information, which shall be at least a reasonable degree
of care and protection.
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Nothing in this Agreement shall be construed as granting to the
Recipient any rights by license or otherwise, express or implied, to
or in any of the Disclosing Party’s patents, unpatented inventions, or
other intellectual property. All Proprietary Information shall remain
the property of the Discloser.
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Discloser warrants that it has the rights to disclose the Proprietary
Information to Recipient. Otherwise, all information is provided “AS
IS” and without any warranty, expressed, implied, or otherwise,
regarding its accuracy or performance.
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This Agreement shall remain in force and effect throughout the period
in which the Recipient receives Proprietary Information and for a
period of seven (7) years thereafter.
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Upon the Disclosing Party’s request, the Recipient shall return to the
Disclosing Party all Proprietary Information of the Disclosing Party
that it has received or that is in its possession, together with all
copies thereof, and will immediately cease to make further use or
disclosure of such Proprietary Information.
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Nothing herein, including the exchange of Proprietary Information
hereunder, shall be deemed as obligating the parties to enter into any
business relationship or purchase agreement with respect to a
procurement or otherwise.
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This Agreement shall be governed by and construed in accordance with
the laws of Georgia, United States of America, and any dispute arising
under or in connection herewith shall be presented in and determined
by arbitration to be conducted exclusively in Atlanta, Georgia.
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The parties recognize that the information about their employees is
of substantial value to the disclosing company and its affiliates in
developing their business and in securing and retaining customers.
The parties agree that they will not, directly or indirectly, for a
period of twelve (12) months following the termination of this
Agreement, solicit or recruit any employee of the company or any of
its affiliates.
IN WITNESS WHEREOF, THE PARTIES DULY EXECUTE THIS AGREEMENT AS OF THE
EFFECTIVE DATE ENTERED ABOVE.
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