Non-Disclosure Agreement for Software Development
This Non-Disclosure Agreement ("Agreement") is entered into on the 1st day of January, 2050, by and between [Your Company Name], located at [Your Company Address] ("Disclosing Party"), and ViGlobe, a corporation based at Atlanta, GA 30301 ("Receiving Party"), represented by Trace Durgan, the authorized signatory, who can be contacted at trace@you.mail.
This Agreement serves to protect the confidentiality of certain proprietary and sensitive information shared between the parties in relation to a software development project.
I. Confidential Information
"Confidential Information" under this Agreement includes all information shared by the Disclosing Party to the Receiving Party in any form, whether written, oral, or electronic, that is designated as confidential or proprietary. This includes, but is not limited to:
Software source code, libraries, and frameworks
Design and development plans, technical documents, and specifications
Architectural blueprints, algorithms, and methodologies
Business strategies, customer data, and financial information
Trade secrets and other proprietary data
However, Confidential Information does not include information that:
Becomes public through no fault of the Receiving Party
Was known to the Receiving Party before disclosure
Is rightfully received from a third party without a confidentiality obligation
Is independently developed by the Receiving Party without reference to the disclosed information
II. Responsibilities of the Receiving Party
The Receiving Party agrees to the following conditions regarding the Confidential Information:
1. Non-Disclosure and Confidentiality
The Receiving Party shall maintain strict confidentiality and not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party. This obligation extends to employees, contractors, or agents who may have access to the information, and the Receiving Party must ensure that these individuals are bound by equivalent confidentiality obligations.
2. Secure Handling of Confidential Information
The Receiving Party shall take all necessary precautions to protect the integrity and confidentiality of the disclosed information. These measures should be at least as stringent as those the Receiving Party applies to its own confidential information but no less than reasonable care.
III. Use of Confidential Information
The Receiving Party may only use the Confidential Information for the purpose of assessing, developing, or executing the software development project. The Confidential Information must not be used for any other purpose, including any commercial, competitive, or research endeavors.
IV. Exemptions from Confidentiality
The confidentiality obligations of this Agreement do not apply to any information that:
Is already publicly available at the time of disclosure, or later becomes publicly available through no breach of this Agreement
Was lawfully obtained by the Receiving Party from a source not bound by any confidentiality obligations
Is required to be disclosed by law, regulation, or court order, provided the Receiving Party notifies the Disclosing Party in writing of such obligation
V. Term of Confidentiality
The confidentiality provisions of this Agreement shall remain in effect for five (5) years from the date of disclosure, unless earlier terminated by the written consent of both parties or unless the Confidential Information no longer qualifies as confidential under the terms outlined in this Agreement.
VI. Return or Destruction of Confidential Information
Upon the conclusion of the software development project or at the Disclosing Party's written request, the Receiving Party shall promptly return or securely destroy all copies of the Confidential Information, including any documents, electronic files, or other materials containing the information. A certification of destruction may be required.
VII. No Grant of Rights
Nothing in this Agreement shall be construed as granting the Receiving Party any rights, licenses, or ownership interests in the Confidential Information, including any intellectual property rights, patents, copyrights, or trade secrets.
VIII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, regardless of its conflict of laws principles.
IX. Dispute Resolution
In the event of a dispute or claim arising from this Agreement, both parties agree to engage in good faith negotiations to resolve the matter. Should the dispute remain unresolved, the parties shall submit to binding arbitration in accordance with the rules of the American Arbitration Association.
X. Miscellaneous Provisions
1. Entire Agreement
This Agreement represents the entire understanding between the parties and supersedes any previous agreements, representations, or negotiations regarding the subject matter.
2. Amendment
This Agreement may only be amended or modified through a written agreement signed by both parties.
3. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
XI. Execution
This Agreement is executed as of the date first written above by the duly authorized representatives of the parties.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Trace Durgan
Title: Chief Technology Officer
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