NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of
20th February, 2024 (Effective date) by and between:
Confidentiality Solutions, Inc.
Address:123 Secure Street Cityville, State 54321
Contact Person: Alex Guardian
Email:
[email protected]Phone: (555) 123-4567
And
InnovateTech Ventures, LLC
Address: 456 Innovation Avenue Techtown, State 67890
Contact Person: Emily Innovator
Email:
[email protected]Phone: (555) 987-6543
(collectively referred to as the "Parties").
1.Definition of Confidential Information
For the purposes of this agreement ,Confidential Agreement shall mean any non-public
information and any information that is proprietary to the Disclosing Party, included but not
limited to trade secrets, marketing strategies, financial information, any scientific or technical
information and any other information that should reasonably be recognized as confidential
information of the Disclosing Party.
2.Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving
Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its
directors, officers, employees, agents or representatives (collectively “Representatives”) who
have a need to know such Confidential Information for business relationship between the
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parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives
of the proprietary nature of the Confidential Information (c) keep all Confidential Information
strictly confidential by using a reasonable degree of care and (d) not disclose any Confidential
Information received by it to any third parties.
3. Use of Confidential Information.
The Receiving Party agrees to use the Confidential Information solely in connection
withbusiness relationship between the parties and not for any purpose other than as authorized
by this Agreement without the prior written consent of an authorized representative of the
Disclosing Party.
4. No License or Ownership
No other right or license, whether expressed or implied, in the Confidential Information is
granted to the Receiving Party hereunder. Title to the Confidential Information will remain
solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall
be for the benefit of the Disclosing Party and any modifications and improvements thereof by
the Receiving Party shall be the sole property of the Disclosing Party.
5. Return of Confidential Information.
Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material
embodying any Confidential Information provided hereunder and all notes, summaries,
memoranda, drawings, manuals, records, excerpts or derivative information deriving
therefrom, and all other documents or materials (“Notes”) (and all copies of any of the
foregoing, including “copies” that have been converted to computerized media in the form of
image, data, word processing, or other types of files either manually or by image capture) based
on or including any Confidential Information.
6.Term
This Agreement shall remain in effect for a three-year term (subject to a one year extension if
the parties are still discussing and considering the Transaction at the end of the second year).
Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential
Information that was disclosed during term shall remain in effect indefinitely.
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7.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state
of Bahamas, without regard to its conflict of law principles.
8.Remedies
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a
unique and valuable character. Therefore, Both parties hereby agree that the Disclosing Party
shall be entitled to injunctive relief. Such injunctive relief shall be in addition to any other
remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to
recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such
relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall
be entitled to recover its reasonable attorney’s fees and expenses.
9.Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion
of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or
its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent
with their respective obligations under this Agreement, Receiving Party shall cooperate with
any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of
Confidential Information and prevent its further unauthorized use.
10. Entire agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all
prior discussions, negotiations, and agreements, whether oral or written, relating to the subject
matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
Disclosing Party
Confidentiality Solutions, Inc.
[Signature]
Alex Guardian
CEO
Receiving Party
InnovateTech Ventures, LLC
[Signature]
Emily Innovator
Founder & CEO
Drafted by Stuti Nayak(3rd Semester)
Himachal Pradesh National Law University, Shimla
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