Disclosure Agreement (Non-Disclosure Agreement – NDA)
1. Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” includes, but is not limited to, all business-related information, strategies, plans, customer data, financial data, processes, technologies, materials, and any other information designated as confidential, or that one party knows or reasonably should understand to be confidential, whether in written, electronic, or verbal form.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
- Keep all Confidential Information in strict confidentiality and not disclose such information to any third party without the prior written consent of the Disclosing Party.
- Take all reasonable measures to protect the confidentiality of the Confidential Information, using at least the same degree of care as it would with its own similar confidential information.
- Use the Confidential Information solely for the purposes authorized by the Disclosing Party and in accordance with this Agreement.
3. Exceptions to Confidentiality
The Receiving Party will not be liable for disclosing Confidential Information in the following cases:
- If the information becomes publicly available without a breach of this Agreement.
- If the Receiving Party already knew the information, without any breach of a confidentiality obligation.
- If the information is disclosed in good faith pursuant to a legal order or to comply with any governmental authority, provided that the Receiving Party promptly notifies the Disclosing Party before complying with any disclosure order.
4. Duration of Confidentiality
The confidentiality obligations in this Agreement remain in effect for a period of 1 years following the disclosure of the Confidential Information.
5. Return or Destruction of Confidential Information
At any time upon written request from the Disclosing Party, the Receiving Party will return or destroy all Confidential Information in its possession, including any materials made based on the Confidential Information.
6. No License to Intellectual Property
Nothing in this Agreement grants the Receiving Party any rights to any patent, trademark, copyright, or other intellectual property rights of the Disclosing Party. The Confidential Information remains the exclusive property of the Disclosing Party.
7. Consequences of Breach
The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party, and that the Disclosing Party may seek legal remedies, including actions for injunctions, in addition to being entitled to any damages, direct or indirect, arising from the breach.