Fillable Printable Sample Non-Disclosure Agreement
Fillable Printable Sample Non-Disclosure Agreement
Sample Non-Disclosure Agreement
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CONFIDE NTI ALITY AND NON- DISCLOSURE AG R EEMENT
BETWEEN
ACCURIDE CORPO RATION
(“Accuride”)
7140 Office Circle
Evansville, IN 47715
AND
COMPANY NAME
(“Recipient”)
Street Address
City, State, Zip Code
Effective Date of Agreement:
_________________
_____________________________________________________
THIS CONFIDENTIALITY AN D NON-DISCLOSU RE AGREEMENT (this “Agre ement”) is made and
entered into as of the Effective Date of Agreement set forth above by and between Accuride and Recipient.
WITNESSETH:
WHEREAS, the parties hereto desire to have discussions related to, and may enter into, one or more
business transactions (the “Subject Matter”);
WHEREAS, it is contemplated that such discussions and any busi ness transact ions entered into in
connection therewith will require the disclosure by Accuride to Recipient of Confidential Information (as
hereinafter defined);
WHEREAS, both parties recognize the value of the Confidential Information and that it is in their mutu al
best interests to maintain the co nfidential, proprietary and secret nature of the Confidential Information.
NOW, THEREFORE, for and in consideration of the above premises, and in furth er consideration of the
mutual covenants and promises contained herein and other good a nd valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. CONFIDENTIAL INFORMATION. Confidential Information shall include, but not be limited to
documents, records, information and data (whether verbal, electronic or written), drawings, models,
apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures,
manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas,
methodologies, formulations, patent applications, know-how, experimental results, specifications and
other business information, relating to Accuride’s business, assets, operations or contracts, furnished to
Recipient and/or Recipient’s affiliates, employees, officers, owners, agents, consultants or
representatives, in the course of their work contemplated in this Agreement, regardless of whether such
Confidential Information has been expressly designated as confidential or proprietary. Confidential
Information also includes any and all analyses, compilations, work product, studies and other data or
material prepared by or in the possession or control of the Recipient, which contain, include, refer to or
otherwise reflect or are generated from any Confidential Information. Confidential Information may be
provided in written, oral, electronic or other form. Recipient acknowledges that no representation or
warranty, express or implied, has been or is made by or on behalf of Accuride as to the accuracy or
completeness of any of the Confidential information furnished to the Recipient.
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2. FORM OF DISCLOS URE. Confidential Information may be oral, visual, or by demonstration, or in some
other form not permanently recorded, and shall be considered Confidential Information regardless of
whether such Confidential Information has been expressly designated as confidential or propri etary.
3. PERIOD OF CONFIDENTIALITY AND NON-USE. Recipient (including its affiliates, employees, agents
and consultants) shall maintain in strict confidence for a period of five (5) years from the Effective Date
and not disclose any Confidential Information it receives from Accuride to any third party or use the
Confidential Information for its own or any other party’s benefit, except in furtherance of its obligations to
Accuride pursuant to any business transaction it may enter into with Accuride. Recipient shall use, as a
minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it
employs with respect to its own confidential, proprietary and secret information of like importance, but in
any case using no less than a reasonable degree of care. Recipient shall limit access to all Confidential
Information to only those of Recipient’s personnel, agents and representatives who need to know such
information for carrying out Recipient’s obligations to Accuride pursuant to any business transaction it
may enter into with Accuride and the Confidential Information will be used only for carrying out
Recipient’s obligations to Accuride pursuant to any business transaction it may enter into with Accuride.
Recipient shall insure that its affiliates, employees, officers, directors, owners, agents, consultants, and
representatives who are given access to the Confidential Information by or on behalf of Recipient shall
be bound by and shall comply with the terms of this Agreement.
4. EXCLUSIONS. Information shall not be deemed Confidential Information, and Recipient shall have no
obligation of confidentiality or restriction against use with respect to any information which:
4.1. was known, in the possession of and documented by Recipient through no wrongful act of
Recipient prior to Accuride’s disclosure of such information to Recip i ent; or
4.2. is or becomes publicly known through no wrongful act of Recipient and/or through no breach of
any obligation to Accuride; or
4.3. is rightfully received from a third party who is not subject to restrictions on the use and disclosure
of such information in favor of Accuride; or
4.4. is approved f or release by written authorization from Accurid e;
provided that, unless notice of said prior knowledge and possession or receipt from a third party is given
to Accuride within thirty (30) days of receipt of the information from Accuride or from a third party,
respectively, it shall be conclusively presumed that the said information was not previously in the
Recipient’s knowledge and posse ssion or received from a third pa rty.
5. DISCLOSURES REQUIRED BY LAW. In the event Recipie nt is requested or required by a government
or court order, or similar process, to disclose any Confidential Information supplied to it by Accuride,
Recipient shall provide Accuride with prompt notice of such request so that Accuride may seek an
appropriate protective o rder and/or waive Re cipient’s compliance with the provisions of this Agreement.
6. INDEMNIFICATION. Recipient shall reimburse, indemnify and hold harmless Accuride and its affiliates,
owners, employees, officers, directors, agents and representatives from any damage, loss, penalty, cost
or expense incurred by Accuride as a result of or in connection with the use or disclosure of the
Confidential Information contrary to the terms of thi s Agreement by Recipient or its affiliates, employees,
directors, officers, owners, consultants, agents or representatives or any others to whom such
Confidential Information has been disclosed by any such persons or entities. The term “affiliates” as
used in this Agreement shall mean any persons, corporations, partnerships, limited liability companies,
or other business entities, which directly or indirectly control, are controlled by, or are in common control
with such party to this Agreement. As used herein, the term “control” shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies (whether through
ownership of securities, by contract or otherwise).
7. NO PUBLIC COMMENT. Recipient shall not directly or indirectly make any public comment, statement,
or communication with respect to, or otherwise disclose or permit the disclosure to any third party of any
Confidential Information or of any matter relating to the Subject Matter or purpose or any transactions
contemplated by the parties in connection there with, without the prior written conse nt of Accuride.
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8. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Recipient shall notify Accuride immediately
upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of
this Agreement by Recipient or any third party, and will cooperate with Accuride in every reasonable
way to help Accuride regain possession of the Confidential Information and prevent its further
unauthorized use or disclosure.
9. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential Information
disclosed to Recipient shall be and remain the property of Accuride. Upon Accuride’s written request,
Recipient shall promptly return all Confidential Information (including all originals, copies, reproductions
and summaries of such Confidential Information), or certify its destruction in writing, and keep the same
confidential and secret in accordance with this Agreement.
10. NO LICENSE. Nothing contained in this Agreement shall be construed as granting or conferring to
Recipient any rights or license or otherwise, either expressly or by implication, in or to any Confidential
Information disclosed by Accuride to Recipient as a result of this Agreement, including, without
limitation, rights or license under any present or future patent, patent application, copyright, trademark,
service mark, trade secret or other proprietary information own ed, licensed or controlled by Accuri de.
11. SURVIVAL. Recipient’s obligations of non-disclosure pursuant to the terms of this Agreement shall
survive until all Confidential Information has been returned to Accuride or the destruction thereof has
been certified to Accuride in writing.
12. RELATIONSHIP. This Agreement shall not be construed as a joint venture, pooling arrangement,
partnership, teaming effort or agency arrangement but each party hereto shall be considered as an
independent contractor responsible for its own expenses and financial obligations incurred in the
performance of this Agreement.
13. NO WAIVER. Neither party waives any rights in invention or development lawfully possessed by it at
the time of signing this Agreement. In addition, this Agreement does not imply any waiver of any rights
or action under the patent, trademark, copyright, trade secret, unfair competition, fair trade or related
laws. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term
hereof.
14. BINDING AGREEMENT. This Agreement shall be binding upon Recipient and its subsidiaries,
successors, assigns, legal representatives, and all corporations controlling Recipient or controlled by
Recipient and shall inure to the benefit of Accuride and its subsidiaries, successors, assigns, legal
representativ es, and all corporations co ntrolling Accu ride or controlled by Accuride.
15. INJUNCTIVE RELIEF. Recipient understands and agrees that any use or dissemination of Confidential
Information in violation of this Agreement will cause Accuride irreparable harm, and that monetary
damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information,
and that Accuride may be left with no adequate remedy at law; therefore, Accuride shall be entitled,
without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed
proper by a court of competent jurisdiction. Such remedies shall not be deemed to be the exclusive
remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or
in equity.
16. PREVAILING PARTY. If either party employs attorney s to enforce any rights arising out of or relating to
this Agreement, the prevailing party sh all be entitled to recover reasonable attorneys' fees and
expenses.
17. CHOICE OF LAW. This Agreement shall be governed by and construed in accordance with the laws of
the State of Indiana, without regard to principles of conflict or choice of laws, and Recipient consents to
venue and jurisdiction in an d by the state and federal courts sitting in Vanderburgh County, Indiana.
18. ASSIGNMENT. This Agreement may not be assigned by Recipient without the prior written consent of
Accuride.
19.
ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relative
to the protection of Confidential Information and supercedes all prior and collateral communications,
reports, and understanding between the parties in respect thereto. No change, modification, alteration
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or addition to any provision shall be binding unless it is in writing and signed by an authorized
representativ e of both parties.
20. SEVERABILITY. If a court of competent jurisdiction makes a final determination that any provision of
this Agreement (or any portion thereof) is invalid, illegal or unenforceable for any reason whatsoever,
and all rights to appeal the determination have been exhausted or the period of time during which any
appeal of the determination may be perfected has been exhausted, (i) the validity, legality, and
enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired
thereby; and (ii) to the fullest extent possible, the provisions of this Agreement shall be construed so as
to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.
21. HEADINGS. The headings in this Agreement are for reference purposes only and shall not limit or
otherwise affect the meaning of the provisions.
22. COUNTERPARTS. This Agreement may be executed in one or more counterparts including signing a
facsimile copy. Each counterpart shall be deemed an original and all counterparts together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to
execute this Agreement a s of the date first written ab ove.
RECIPIENT: ACCURIDE:
COMPANY N AME ACCURIDE CORPORATION
Signature:
Signature:
Print Name:
Print Name:
Title:
Title:
Date:
Date:
