Administration Financial Non-Disclosure Agreement
This Agreement is entered into this [number] day of [month], [Year],
BETWEEN:
[Your Company Name], located at [Your Company Address], (Hereinafter referred to as the "Disclosing Party")
AND:
[Employee Name], located at [Employee Address], (Hereinafter referred to as the "Receiving Party")
1. Purpose
The Disclosing Party and the Receiving Party (collectively referred to as the "Parties") are engaged in discussions regarding a potential business opportunity of mutual interest. In the course of these discussions, the Disclosing Party intends to reveal certain confidential financial information to the Receiving Party.
The primary purpose of disclosing this information is to enable the Receiving Party to evaluate the business opportunity. The Disclosing Party seeks to ensure that this confidential financial information is protected and used solely for the purpose intended by this Agreement.
2. Definition of Confidential Information
Under the terms of this Agreement, "Confidential Information" encompasses any data or information that is proprietary to the Disclosing Party and not broadly known to the public, irrespective of its form or the manner in which it is recorded, stored, or depicted. This includes, but is not limited to:
Business records and strategic plans
Financial statements and projections
Details regarding customers and clients
Trade secrets and proprietary methodologies
3. Confidentiality Obligations
3.1 Maintenance of Confidentiality
The Receiving Party undertakes to preserve the utmost confidentiality of all Confidential Information received from the Disclosing Party. This encompasses a strict prohibition on the disclosure, utilization, dissemination, publication, replication, or provision of access to the Confidential Information to any third party, unless such action is preceded by the express written authorization from the Disclosing Party.
This obligation signifies the profound trust vested by the Disclosing Party in the Receiving Party and underscores the critical importance of safeguarding the disclosed financial information against unauthorized access, use, or disclosure.
3.2 Scope of Use
The Receiving Party agrees to use the Confidential Information exclusively for the purpose of evaluating and engaging in the potential business opportunity for which the information was disclosed.
Any use of the Confidential Information beyond this scope, including but not limited to personal gain or advantage, competitive analysis, or any other purpose not explicitly authorized by this Agreement, is strictly forbidden.
The Receiving Party acknowledges that the Confidential Information is a valuable asset of the Disclosing Party and must be treated with the highest degree of care and integrity.
3.3 Protection Measures
To fulfill the obligations under this section, the Receiving Party commits to implementing reasonable and appropriate measures to safeguard the Confidential Information. This includes:
securing electronic files with robust encryption
maintaining physical documents in secure locations
limiting access to the Confidential Information to individuals within the Receiving Party's organization who have a legitimate need to know such information in connection with the potential business opportunity
ensuring that such individuals are bound by confidentiality obligations consistent with the provisions of this Agreement.
3.4 Third-Party Access and Disclosures
In the event that the Receiving Party needs to disclose any of the Confidential Information to third parties, such as consultants, advisors, or potential investors, for the purpose of facilitating the evaluation or advancement of the proposed business opportunity, such disclosure shall only proceed upon securing a written agreement from the third party to adhere to confidentiality obligations substantially similar to those set forth in this Agreement.
The Receiving Party shall remain responsible for any breach of confidentiality by any third party to whom it discloses the Confidential Information.
3.5 Notification and Mitigation of Unauthorized Disclosure
Should the Receiving Party become aware of any unauthorized disclosure or use of the Confidential Information, it is obligated to promptly notify the Disclosing Party of such an event and to cooperate fully in any efforts to retrieve the Confidential Information and to mitigate the effects of such disclosure or use. This includes taking immediate steps to secure any breach, prevent further unauthorized access or disclosure, and any other remedial actions as may be necessary to protect the interests of the Disclosing Party.
4. Exceptions to Confidential Information
The obligations of confidentiality herein do not extend to any information that:
Is or subsequently becomes publicly available through no breach by the Receiving Party
Was in the possession of the Receiving Party prior to its disclosure by the Disclosing Party
Is received from a third party who is not, to the Receiving Party's knowledge, under any confidentiality obligation
Is independently developed by the Receiving Party without direct or indirect use of the Disclosing Party's Confidential Information
5. Term and Termination
This Agreement is effective as of the date first above written and will remain in force for a period of [DURATION] unless terminated earlier by either Party upon [NUMBER] days' written notice. Upon termination, the Receiving Party is required to either return or, at the Disclosing Party's discretion, destroy all materials containing the Confidential Information and certify in writing the completion of such action.
6. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without giving effect to any principles of conflicts of law. Any disputes arising from or related to this Agreement shall be resolved through negotiations between the Parties. If the dispute cannot be resolved through negotiation, the Parties agree to submit to the exclusive jurisdiction of the courts located in [Jurisdiction].
IN WITNESS WHEREOF, the Parties have executed this Administration Financial Non-Disclosure Agreement as a demonstration of their agreement to the terms outlined herein. This execution is done in good faith, with the mutual intention of maintaining the confidentiality of the disclosed financial information, fostering a relationship built on trust, and exploring the specified business opportunity to their mutual benefit.
Each Party warrants that the person signing this Agreement on its behalf is duly authorized to do so and thereby bind the Party to the terms and conditions of this Agreement.
This Agreement is effective as of the date first above written, with the signatures below serving as confirmation of each Party's commitment to uphold its obligations as stipulated.
[Your Company Name]
By: [Your Signature]
[Your Name]
[Your Job Title]
Date: [Month Day, Year]
[Employee Name]
By: [Signature]
[Employee's Full Name]
[Employee's Job Title]
Date: [Month Day, Year]
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