Administration Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Month, Day, Year], by and between [Your Company Name], a [State/Country] Corporation with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Recipient Name], a [State/Country] Corporation with its principal place of business located at [Recipient Address] ("Receiving Party"), collectively referred to as the "Parties."
1. Purpose
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to the development and evaluation of proprietary software designed for streamlining supply chain management processes within [Your Company Name], including, but not limited to, algorithmic inventory forecasting, supplier integration platforms, and customer relationship management tools, which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.
2. Proprietary Information
Proprietary Information encompasses a vast spectrum of data. This spectrum is not confined to, but includes, detailed technical information pertaining to the inventions of the Disclosing Party. Additionally, it also involves specific business information that relates to the design methods utilized by the Disclosing Party. Similarly, it includes the processes they use and the data they collect, as well as information regarding any projects they're working on or plans they have down the road. Furthermore, proprietary information also involves the Disclosing Party's trade secrets. These could range from special recipes, formulas, techniques, or any unique method of conducting business that gives them a competitive edge in the market.
3. Obligations of the Receiving Party
a. The Receiving Party agrees to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information.
b. The Receiving Party agrees not to use the Proprietary Information for any purpose except for the purpose of the discussions and the activities undertaken by the Parties.
c. The Receiving Party agrees not to disclose any Proprietary Information to any third party, with the exception of the Receiving Party's employees and consultants who are required to have the information in order to carry out the contemplated business.
4. Exceptions
The obligations of the Receiving Party hereunder shall not apply to information that:
a. was rightfully in the possession of the Receiving Party without obligation of confidentiality prior to receiving it from the Disclosing Party;
b. is or becomes a matter of public knowledge through no fault of the Receiving Party;
c. is rightfully received by the Receiving Party from a third party without obligation of confidentiality;
d. is independently developed by the Receiving Party without use of the Proprietary Information;
e. is disclosed under the order of a court or government body provided that the Receiving Party notifies the Disclosing Party thereof and provides a reasonable opportunity to contest such order.
5. Term
The obligations pertaining to confidentiality as stipulated in this Agreement shall continue to be effective and enforceable for a duration extending to five years. This five-year period begins from the date on which any Proprietary Information, as defined within the Agreement, is disclosed.
6. Return of Proprietary Information
In the event that the Agreement comes to an end or if the Disclosing Party calls upon the Receiving Party, it will be required of the Receiving Party to return every copy of Proprietary Information to its original owner, being the Disclosing Party. Furthermore, if the Disclosing Party demands it, the Receiving Party shall give an official declaration of having destroyed the Proprietary Information.
7. No License
Under no circumstance should the content presented herein be interpreted either directly, or indirectly through implications, estoppel, or any other means, as conferring any form of license or rights under any patent, trademark, or copyright that are owned or controlled by the Party that is disclosing this information.
8. General
This Agreement encapsulates the complete understanding and agreement of the involved Parties in relation to the subject matter stated herein. It replaces and overrides any prior understanding or agreement that may have existed between the Parties, regardless of whether those prior understandings or agreements were expressed in written or oral form. Any alterations or amendments to this Agreement will not be accepted or acknowledged unless they have been explicitly stated in writing and bear the signatures of both Parties involved.
9. Governing Law
The present agreement shall come under the jurisdiction of, and its interpretation will be conducted in line with, the legislation currently in place within the boundaries of the [Governing Law State/Country]. This will be the case irrespective of any principles relating to the potential conflict of laws that may be applicable in this jurisdiction.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
[Month, Day, Year]
[Recipient Name]
Name: [Recipient's Name]
Title: [Recipient's Title]
[Month, Day, Year]
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