Fillable Printable Non Disclosure and Non Compete Agreement

Non Disclosure and Non Compete Agreement

NON DISCLOSURE and NON COMPETE

AGREEMENT

This Non-Disclosure and Non-Compete Agreement ("Agreement") is made this

by and between

("Owner");

and

(“Recipient”)

Confidential Information.

Owner proposes to disclose certain of its confidential and proprietary information

(hereinafter “Confidential Information”) to Recipient exclusively for the Purpose of

allowing the Recipient to understand the requirements of the Owner and to carry out

any work in relation to those requirements. Confidential Information relates to:

and shall include all data, materials, products, technology, specifications, manuals,

business plans, software, marketing plans, financial information, and other information

disclosed or submitted, orally, in writing, or by any other media to Recipient by Owner.

Owner may also disclose certain information owned by its clients and partners which

should also be treated as confidential. Nothing herein shall require Owner to disclose

any of its information.

2. Intellectual Property Rights

The property and ownership of all Intellectual Property Rights in any Confidential

Information imparted to the Recipient under this Agreement shall belong exclusively to

the Owner or its third party licensor(s). The Recipient shall not in any way communicate

information relating to such software or documentation to any third party at any time

either during or after termination of this Agreement.

Date

Party

Title of invention

Recipient's Obligations.

Recipient agrees that the Confidential Information is to be considered confidential and

proprietary to Owner and Recipient shall hold the same in confidence, shall not use the

Confidential Information other than for the purposes set out at Clause 1 above,and

shall disclose it only to its officers, directors, or employees with a specific need to know

PROVIDED THAT the Recipient notifies such officers, directors and/or employees of

the confidential nature of such information and that the Recipient will procure that each

such person to whom disclosure is made agrees to sign this agreement and to adhere

to the terms of this Agreement as if he or she were a party to it

. Recipient shall be liable

to Owner for any breach by such officers, directors and/or employees of any obligations set out

in this Agreement.

Recipient will not disclose, publish or otherwise reveal any of the

Confidential Information received from Owner to any other party whatsoever except

with the specific prior written authorisation of Owner.

Confidential Information furnished in tangible form shall not be duplicated by Recipient

without the prior written consent of Owner. Upon the request of Owner, Recipient shall

return all Confidential Information received in written or tangible form, including copies,

or reproductions or other media containing such Confidential Information, within ten

(10) days of such request. At Recipient's option, any documents or other media

developed by the Recipient containing Confidential Information may be destroyed by

Recipient. Recipient shall provide a written certificate to Owner regarding destruction

within ten (10) days thereafter.

The Recipient hereby agrees not to directly or indirectly compete with the business of

the Owner and its successors and assigns. The term "compete" as used herein shall

mean that the Recipient shall not own, manage, operate, consult or to be employee in

a business substantially similar to or competitive with the present business of the

Owner.

Exclusions.

4.1 The obligations in Clause 3 shall not apply where the Recipient can prove that

the Confidential Information:

(a) is in the public domain otherwise than as a result of a breach of this

Agreement; or

(b) is obtained by the Recipient other than pursuant to this Agreement free

from restriction from a source permitted to disclose the same; or

court of competent jurisdiction or that of a competent regulatory body.

4.2 For the avoidance of doubt, Confidential Information shall not be deemed to be in

the public domain merely because it is known to a limited number of third parties

having experience in the relevant field. In addition, any combination of elements

of the Confidential Information shall not be deemed to be within the foregoing

exceptions merely because individual elements of the Confidential Information

are in the public domain but only if the combination is in the public domain.

No Licence.

Nothing contained herein shall be construed as granting or conferring any rights by

license or otherwise in any Confidential Information. It is understood, and agreed, that

neither party solicits any change in the organisation, business practice, service or

products of the other party, and that the disclosure of Confidential Information shall not

be construed as evidencing any intent by a party to purchase any products or services of

the other party nor as an encouragement to expend funds in development or research

efforts or for any other purpose. Confidential Information may pertain to prospective or

unannounced products. Recipient agrees not to use any Confidential Information as a

basis upon which to develop or have a third party develop a competing or similar

product.

No Warranty

The Recipient acknowledges that Owner makes no representation with respect to the

accuracy or completeness of the Confidential Information except to the extent agreed by

Owner in writing.

No Publicity.

Recipient agrees not to disclose the existence or terms and conditions of the Agreement,

or the fact that discussions are being held with Owner.

Governing Law and Equitable Relief.

This Agreement shall be governed by and construed in accordance with the laws of

England. Recipient agrees that in the event of any breach or threatened breach by

Recipient, Owner may obtain, in addition to any other legal remedies which may be

available, such equitable relief as may be necessary to protect Owner against any such

breach or threatened breach.

Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on

the subject matter hereof. This Agreement may be modified only by a further written

agreement that is duly executed by both parties.

10.

No Assignment.

Recipient may not assign this Agreement or any interest herein without Owner's express

prior written consent.

11.

Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in

full force and effect as if such invalid or unenforceable term had never been included.

12.

Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing

and shall be given to the appropriate party by personal delivery or by certified mail, or

recognised overnight delivery services.

13.

No Implied Waiver.

Either party's failure to insist in any one or more instances upon strict performance by

the other party of any of the terms of this Agreement shall not be construed as a waiver

of any continuing or subsequent failure to perform or delay in performance of any term

hereof.

14.

Headings.

Headings used in this Agreement are provided for convenience only and shall not be

used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first

above written.

By:

For and on behalf of Owner

By:

For and on behalf of Recipient