Departamento de Calidad y asuntos
regulatorios
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made
and entered into as of [Insert Date] (the "Effective Date"), by and between [Insert
Company Name], a corporation organized and existing under the laws of [Insert
Jurisdiction] with its principal place of business located at [Insert Company Address]
(hereinafter referred to as the "Disclosing Party"), and [Insert Supplier Name], a
corporation organized and existing under the laws of [Insert Jurisdiction] with its
principal place of business located at [Insert Supplier Address] (hereinafter referred to
as the "Receiving Party"), collectively referred to as the "Parties".
WHEREAS, the Disclosing Party agrees to disclose certain confidential and proprietary
information under the terms and conditions set forth in this Agreement for the purpose
of [Insert Purpose of the Disclosure], and
WHEREAS, the Receiving Party agrees to receive, use, and maintain such confidential
information strictly in accordance with the terms and conditions of this Agreement,
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
Definition of Confidential Information: For the purposes of this Agreement,
"Confidential Information" shall include all data, materials, products, technology,
computer programs, specifications, manuals, business plans, software, marketing plans,
financial information, and other information disclosed or submitted, orally, in writing,
or by any other media, by the Disclosing Party to the Receiving Party. Confidential
Information does not include information that: (a) is or becomes publicly known through
no fault of the Receiving Party; (b) is already in the possession of the Receiving Party
without obligation of confidentiality; (c) is obtained by the Receiving Party from a third
party without breach of this Agreement; or (d) is independently developed by the
Receiving Party without use of the Confidential Information.
Non-Disclosure and Non-Use Obligations: The Receiving Party agrees to hold the
Confidential Information in strict confidence and not to disclose, reveal, copy,
reproduce, transmit, or otherwise make available to any third party any portion of the
Confidential Information, except as specifically permitted by this Agreement. The
Receiving Party further agrees not to use the Confidential Information for any purpose
other than the purpose specified in this Agreement without the prior written consent of
the Disclosing Party.
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Departamento de Calidad y asuntos
regulatorios
Term: The obligations of this Agreement shall commence on the Effective Date and shall
continue indefinitely until the Confidential Information disclosed under this Agreement
becomes publicly known and made generally available through no action or inaction of
the Receiving Party.
Return of Confidential Information: Upon the request of the Disclosing Party, the
Receiving Party shall return or destroy all materials containing the Confidential
Information that are in the possession of the Receiving Party.
Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of [Insert Jurisdiction].
Entire Agreement: This Agreement contains the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
[Signature of Disclosing Party]
[Name and Title]
[Signature of Receiving Party]
[Name and Title]
