SAFETY AUDIT CONFIDENTIALITY NDA
This Non-Disclosure Agreement (“Agreement”) is entered into on this [15th day of January 2050], by and between [Your Company Name], a corporation with its principal place of business at [Your Company Address] ("Disclosing Party"), and [Your Partner Company Name], with its principal place of business at [Your Partner Company Name Address] ("Receiving Party").
I. Purpose
The purpose of this Agreement is to protect the confidentiality of the proprietary information disclosed or made available by the Disclosing Party to the Receiving Party in connection with a safety audit of [Your Company Name]'s facilities and operations.
II. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include, but not be limited to, 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.
A. Exclusions from Confidential Information
Confidential Information shall not include information which:
(a) is known to the Receiving Party at the time of disclosure as evidenced by written records of the Receiving Party;
(b) has become publicly known and made generally available through no wrongful act of the Receiving Party;
(c) has been rightfully received by the Receiving Party from a third party authorized to make such disclosure without restriction.
III. Obligations of the Receiving Party
A. Secrecy
The Receiving Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Disclosing Party to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.
B. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely to conduct a safety audit on the facilities and operations of [Your Company Name].
C. Copies
The Receiving Party shall not make any copies of the Confidential Information unless the same is previously approved in writing by the Disclosing Party.
IV. Term
The confidentiality provisions of this Agreement shall remain in full force and effect for 5 years from the date of disclosure of each portion of Confidential Information.
V. Return of Confidential Information
Upon termination of this Agreement or the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party all copies of Confidential Information received from the Disclosing Party, or destroy all such material, as requested by the Disclosing Party.
VI. No License
Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information.
VII. Remedies
The Receiving Party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to all legal remedies.
VIII. Miscellaneous
A. Governing Law
This Agreement shall be governed by and construed by the laws of the state of [Michigan], without regard to its conflict of laws principles.
B. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
C. Amendment
This Agreement may only be amended by a written document duly executed by both parties.
D. Severability
If any term or provision of this Agreement is found to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Your Company Name]
By: _______________________________
Name: [Your Name]
Title: [Your Title]
Date: ______________________________
[Your Partner Company Name]
By: _______________________________
Name: [Your Partner Name]
Title: [Title]
Date: ______________________________
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