Non-disclosure agreement
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Confidentiality agreement
We are as concerned about data security as you are, which is why we can guarantee that any proprietary information you share with us will be kept strictly confidential. The NDA is designed to cover all precautions and precautions, but if you want to use your own NDA, please upload your own and we'll be happy to review it.
This non-disclosure agreement is entered into and entered into effective October 30, 2020 by E-nitiate (the "Company") and X (the "Client"), collectively known as the "Parties." All parties agree that this Agreement is entered into in their own names and on behalf of all subsidiaries and controlled entities. For a good and valuable consideration, the receipt and adequacy of which is recognized, the parties agree on the following:
- Purpose . The company and the customer agree to discuss a potential business opportunity where each may disclose confidential or proprietary information to the other.
- Definition . “Confidential Information” means any information, technical information or know-how, including, but not limited to, related to research, products, services, customers, markets, software, development, inventions, processes, models, drawings, engineering, marketing or finance , revealed orally or in writing or in electronic form and which the person making the announcement has marked or identified as “own” or “confidential”.
- Disclosure of Confidential Information . The Company and the Customer both agree not to use the confidential information provided by the other party for their own use or for any other purpose except for conducting discussions and implementing the business relationship between the two. The recipient of confidential information will not disclose such confidential information to anyone, including any employee who does not have a demonstrable need for the information in question in the aforementioned business relationship. The recipient of confidential information may disclose such information to certain employees who are required to provide the information in order to carry out the business as planned and agreed upon.
- With timely written notification, either party may request from the other a list of employees to whom confidential information has been disclosed
- Each party agrees to take all reasonable steps to protect and prevent the confidential information of the other party from becoming publicly available or in the possession of unauthorized persons and/or entities.
- Either party may request employees to sign a separate and individually binding non-disclosure agreement substantially in content with this agreement.
- Each party agrees to notify the other in writing of any misuse or abuse of the other party’s confidential information that may come to its knowledge.
- Ownership. All Confidential Information remains the exclusive property of the disclosing party, and the recipient has no right to use the Confidential Information, except as provided herein. This Agreement does not grant any patents, copyrights, trademarks or other proprietary rights or licenses with respect to the Confidential Information shared.
- Return of materials. Materials and documents provided by a party to the other party shall be promptly returned, together with all copies, upon abandonment or termination of the undertaking or upon written request of either party.
- Intellectual Property Rights. Nothing in this Agreement is intended to grant any rights under either party’s patent or copyright, and this Agreement shall not grant either party any rights to the other party’s Confidential Information or, except for a limited right to inspect such Confidential Information, solely for the purposes of determining whether to enter into a proposed business relationship between the parties and to conduct such business.
- Independent development. Each Disclosing Party understands that the Receiving Party may currently or in the future develop information internally or receive information from third parties that may be the same or similar to the Disclosing Party’s Confidential Information. Accordingly, nothing in this Agreement shall be construed as a representation or inference that the Receiving Party will not develop or have products developed for it that compete with the products or systems that the Disclosing Party processes Confidential Information.
- The term. This Agreement may be terminated at any time upon 30 days prior written notice. This Agreement and all rights and obligations herein shall terminate two (2) years after the date of execution of this Agreement or the termination of business between both parties, whichever is earlier.
- Others. This Agreement shall bind and inure to the benefit of the undersigned parties, their successors and assigns, provided that no Confidential Information may be disclosed without the consent of the assigning party. Failure to comply with any provision of this Agreement shall not, by itself, constitute a waiver of any term of the Agreement.
This Agreement shall be governed by, construed and enforced in accordance with the laws of England as applied to contracts entered into and performed entirely in England. English Law shall have exclusive jurisdiction over any dispute arising out of this Agreement. - Remedies. Each party agrees that its obligations hereunder are necessary and reasonable to protect the business of the other party and the other parties, and expressly agrees that monetary damages would not be sufficient to compensate the other party for any breach of the covenants set forth in this Agreement. Accordingly, each party agrees and acknowledges that such breach or threatened breach will cause irreparable harm to the other party and that, in addition to other legal remedies available at law, in person or in any other form, the other party is entitled to obtain injunctions against the threatened breach of the contract or the continuation of the breach without the need to prove actual damages.
- Announcements. All notices hereunder shall be sent to the party at the contact person specified below or to such other address or contact person as the relevant party may designate from time to time in accordance with the provisions of this Agreement.