Download non-disclosure agreement

NON-DISCLOSURE AGREEMENT
Between
(hereafter referred to as the "Disclosing Party')
and
(hereafter referred to as the "Receiving Party")
The Disclosing Party agrees to disclose to the Receiving Party certain proprietary information
relating to ........................................................................... for the mutually agreed following
purpose:
IT IS HEREBY AGREED AS FOLLOWS:
1.
As used herein, "Proprietary Information" (hereafter referred to as "Information") shall
mean any confidential information concerning .................................. disclosed by the
Disclosing Party to the Receiving Party, such information being in writing and prominently
marked "confidential", or being disclosed orally and said to be confidential at the time of
disclosure and is subsequently confirmed in writing delivered to the Receiving Party
within one month of disclosure thereof and marked "confidential".
2.
The Receiving Party agrees:
a.
to receive, treat and keep such Information received from the Disclosing Party in
confidence;
b.
to refrain from using it directly or indirectly otherwise than for the above-defined
purpose;
c.to
d.
3.
limit the disclosure of such Information to trusted personnel in its organisation who,
having a need to know said Information, will be obligated to maintain such
Information confidential;
not to disclose such Information to any other person, organisation or entity without
the written consent of the Disclosing Party.
The obligations imposed upon the Receiving Party by this Agreement shall not apply
to any portion of said Information which:
a. is known by the Receiving Party prior to its receipt from the Disclosing Party and is
documented in records made by the Receiving Party prior to such disclosure;
b. is now, or subsequently becomes, generally available to the public by publication or
otherwise through no act or failure to act on the part of the Receiving Party;
c. is subsequently disclosed to the Receiving Party by a third party without violation of
an obligation of confidence to the Disclosing Party.
The Receiving Party has the burden of proving any of the above exceptions.
4.
The Information shall remain the sole property of the Disclosing Party. The
Receiving Party shall not either directly or indirectly assume any ownership or property
right or interest to the Information or any derivative thereof.
5.
All information furnished by the Disclosing Party shall be returned or destroyed upon its
written request, with the exception of one copy of the information for archival purpose so
as to provide a record thereof.
6.
The terms and conditions of this Agreement may not be modified or waived except in
writing by authorized representatives each of the Parties.
7.
This Agreement shall be effective as of the date of signature by the last-to-sign of the
Parties hereto.
8.
The present agreement is governed by Swiss law. The Parties agree to amicably resolve
all disagreements relating to the application or interpretation of the present
agreement. If these disagreements cannot be amicably resolved, the Parties will submit
them for consideration to the ordinary Tribunal of the canton of ................... .
The place of jurisdiction will be ..................... .
The Disclosing Party:
The Receiving Party:
(Signature)
(Signature)
(Typed name )
(Typed name )
(Quality)
(Quality)
(Date signed)
(Date signed)