Administration Document Access NDA
This Administration Document Access Non-Disclosure Agreement ("Agreement") is entered into on [Date] ("Effective Date") by and between:
[Your Company Name], a [State/Country] corporation having its principal place of business at [Address] ("Provider"),
and
[Client's Company Name], a [State/Country] corporation having its principal place of business at [Address] ("Client").
WHEREAS, Client possesses confidential information, including but not limited to proprietary business information, customer data, financial information, and other sensitive materials ("Confidential Information");
WHEREAS, Provider provides administration document access services to Client, requiring access to Confidential Information for the purpose of providing such services;
WHEREAS, Provider acknowledges that it may have access to Confidential Information in the course of providing administration document access services to Client;
WHEREAS, Client desires to engage Provider to provide administration document access services, and Provider agrees to maintain the confidentiality of any information accessed during the provision of such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
Confidential Information
1.1 For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by Client to Provider, whether in written, electronic, oral, or other tangible or intangible form, that is marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. This includes, but is not limited to, proprietary business information, financial information, trade secrets, customer data, technical data, know-how, research, development, designs, plans, methods, processes, procedures, and any other information related to the operations or business activities of Client.
1.2 Provider acknowledges that the Confidential Information is valuable, special, and unique assets of Client and agrees to maintain the confidentiality of all Confidential Information accessed during the provision of administration document access services. Provider shall not disclose, use, transmit, or exploit the Confidential Information for its own benefit or for the benefit of any third party without the prior written consent of Client.
Use of Confidential Information
2.1 Provider shall only use Confidential Information for the purpose of providing administration document access services to Client and shall not use such information for any other purpose without the prior written consent of Client. Provider shall exercise the same degree of care to prevent the unauthorized use, dissemination, or publication of the Confidential Information as it employs with respect to its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
2.2 Provider shall take all reasonable precautions to prevent unauthorized access to or disclosure of Confidential Information, including implementing and maintaining appropriate security measures such as encryption, password protection, and access controls. Provider shall ensure that its employees, contractors, or agents who have access to Confidential Information are made aware of their obligations of confidentiality under this Agreement and shall take steps to ensure their compliance.
Non-Disclosure
3.1. Confidentiality Obligation: Provider acknowledges and agrees that all Confidential Information provided by Client is proprietary and confidential. Provider shall maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
3.2. Exceptions: Provider's obligations of non-disclosure shall not apply to any portion of the Confidential Information that: (a) was already in Provider's possession without an obligation of confidentiality prior to its disclosure by Client; (b) is or becomes publicly available through no fault of Provider; (c) is rightfully received by Provider from a third party without restriction on disclosure; (d) is independently developed by Provider without use of or reference to the Confidential Information; or (e) is required to be disclosed by law, regulation, court order, or other legal process, provided that Provider promptly notifies Client of such requirement to allow Client the opportunity to seek a protective order or other appropriate remedy.
3.3. Third-Party Access: Provider shall ensure that any third parties engaged by Provider in connection with the provision of administration document access services are bound by confidentiality obligations at least as protective of the Confidential Information as those set forth herein.
Return of Confidential Information
4.1. Upon Termination: Upon termination of the provision of administration document access services or upon Client's request at any time, Provider shall promptly return or, if instructed by Client, securely dispose of all Confidential Information in its possession, custody, or control, including any copies thereof, in a manner that ensures the confidentiality and integrity of the Confidential Information.
4.2. Survival: Notwithstanding any termination of this Agreement, Provider's obligations under this Agreement with respect to the confidentiality of Confidential Information shall survive for a period of [x] years from the date of termination.
Term
5.1. Commencement: This Agreement shall commence on the Effective Date and shall remain in effect for the duration of the provision of administration document access services by Provider to Client.
5.2. Termination: Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Number] days of receiving written notice thereof.
5.3. Effect of Termination: Upon termination of this Agreement for any reason, Provider shall promptly cease all access to and use of Client's Confidential Information and shall return or securely dispose of all Confidential Information in its possession, custody, or control in accordance with Section 4.
5.4. Survival: The provisions of this Agreement that, by their nature, should survive termination shall survive, including but not limited to Sections 3 (Non-Disclosure), 4 (Return of Confidential Information), and 6 (Governing Law).
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.
Client:
(signature)
[Representative Name]
Company:
(signature)
[Representative Name]
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