Non-disclosure

This is a sample of our Non-disclosure agreement. We work closely with our clients and often learn confidential information about the organisation. We also share and dispense valuable information and give best advice. In short, we simply ask you to keep our methods confidential and we promise not to share any of your secrets. We can then keep our competitive edge.

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the “Agreement”) is entered into as of Today’s date (the “Effective Date”) by and between

BRICK TECHNOLOGY LIMITED, including its parent and subsidiaries.

and

Your Company, with its principal place of business at , for the purpose of preventing the unauthorised disclosure of Confidential Information (as defined below) by the disclosing party (the “Disclosing Party”) to the receiving party (the “Receiving Party”) which may be disclosed to the Receiving Party for the purpose of pursuing the establishment of a business relationship or negotiating any contract or agreement between the parties hereto.

1. Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” shall mean any and all technical and non-technical information disclosed in writing, orally or by demonstration or delivery of tangible items by the Disclosing Party to the Receiving Party, including trade secret and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, product plans, designs, procurement requirements, purchasing information, manufacturing information, customer lists, product and service costs, prices and names, financial information, business and marketing plans, business opportunities, research, experimental work, development design details and specifications, and personnel information, including confidential information disclosed by third parties.  Without limiting the generality of the foregoing, Confidential Information shall include all information attached hereto. Also information disclosed by the Disclosing Party must be treated as Confidential Information by the Receiving Party only if such information is conspicuously designated as “Confidential” (i) in writing, if communicated in writing, or (ii) confirmed in writing within thirty (30) days of disclosure if disclosed orally, by demonstration or by delivery of tangible items; and provided further that Confidential Information shall not include information that (A) is now or subsequently becomes generally available to the public through no fault or breach on the part of the Receiving Party; (B) the Receiving Party had rightfully in its possession prior to disclosure to the Receiving Party by the Disclosing Party; (C) is independently developed by the Receiving Party by persons without access to any Confidential Information; or (D) the Receiving Party rightfully obtains without confidentiality restrictions from a third party who has the right to transfer or disclose it.  If the Receiving Party claims that Confidential Information received by it is subject to any of the exclusions contained in clauses (A) through (D) above, it shall have the burden of establishing the applicability of such exclusion by clear and convincing documentary evidence. 

 2. Non-Disclosure and Non-Use of Confidential Information.

The Receiving Party shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of the Disclosing Party.  The Receiving Party shall not, without the prior written approval of the Disclosing Party in each instance or unless otherwise expressly permitted in this Agreement, use for its own benefit, publish or otherwise disclose to others, or permit others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.  The Receiving Party shall carefully restrict access to the Confidential Information to those of its employees who clearly need such access in order to participate on behalf of the Receiving Party in the analysis and negotiation of a business relationship or any contract or agreement, or the advisability thereof, with the Disclosing Party and who are bound by written confidentiality agreements that protect third party information.  The Receiving Party shall not reproduce Confidential Information, in whole or in part, except as necessary for internal use, as provided in this Agreement, nor remove, or cause to be removed, any identification affixed to Confidential Information indicating its proprietary nature.  The Receiving Party may disclose Confidential Information if required by any judicial or governmental requirement or order; provided that the Receiving Party will take reasonable steps to give the Disclosing Party sufficient prior notice of such request for the Disclosing Party to contest such requirement or order or to obtain confidential treatment of the Confidential Information by the government, as applicable.

3. No Modification.

The Receiving Party agrees that it will not modify, reverse engineer or create other works from any software programs contained in the Confidential Information or recompile or disassemble any such software programs or attempt to do any of the foregoing.

4. Ownership of Confidential Information.

All Confidential Information and all intellectual property rights therein remain the property of the Disclosing Party, and no license or other right to Confidential Information is granted or implied hereby.  The Disclosing Party shall have no obligation under this Agreement to supply Confidential Information to the Receiving Party.  The Disclosing Party does not warrant or guarantee the accuracy or completeness of any information disclosed pursuant to this Agreement.  Accordingly, the Disclosing Party shall have no liability to the Receiving Party or any other entity with respect to the accuracy, completeness or non-realization of any information, including any estimates or projections, disclosed hereunder, nor for the use of, or any reliance on, such information.

5. Term.

The term of this Agreement is three (3) years, provided that the Receiving Party's duty to protect the Disclosing Party's Confidential Information shall survive expiration or termination of this Agreement and shall expire three (3) years from the date of disclosure.

6. Injunctive Relief.

The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate, such right of the Disclosing Party to be in addition to the remedies otherwise available to the Disclosing Party at law or in equity.

7. Return of Confidential Information.

The Receiving Party shall immediately return to the Disclosing Party all written Confidential Information of the Disclosing Party and any and all records, notes and other written, printed, magnetic or tangible materials pertaining to such Confidential Information upon receipt of a written request from the Disclosing Party.

 8. No Export.

The Receiving Party will not export Brick technology’s systems outside the United Kingdom, if a United Kingdom company or citizen, or re-export, if a foreign company or citizen, any Confidential Information or direct product thereof, except as permitted by the United Kingdom export laws and regulations there under or the laws of the applicable foreign jurisdiction. 

9. Binding on Successors.

Except as otherwise provided herein, this Agreement and the Receiving Party’s obligations hereunder shall be binding upon the representatives, assigns and successors of the Disclosing Party.  The Receiving Party shall not transfer the Confidential Information, or any rights or obligations hereunder, to any third party without the prior written consent of the Disclosing Party.

10. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

11. Remedies.

Any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law on such party, and the exercise of any one remedy shall not preclude the exercise of any other.

12. Law Fees.

Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees to be fixed by the court (including without limitation fees on any appeal).

13. Entire Agreement.

This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and may not be amended or modified except in a writing signed by each of the parties hereto.