We have hired a productivity consultant for our industrial engineering department who also works as a consultant for one of our competitors. I need to sign off on a Non-Disclosure Agreement (NDA) with the consulting agent. Please guide me on the NDA format to be prepared for the sign-off.
From India, Bengaluru
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6From India, Bengaluru
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Hi,
You shall take care of some key points below:
1. Non-Disclosure and Limited Use. The Confidant agrees to hold all Confidential Information in strict confidence and agrees not to disclose any Confidential Information to any third party. The Confidant agrees not to disclose any Confidential Information received from [Company Name] to any other party (including other colleagues, associates, or clients of the Confidant) without the prior written consent of [Company Name]. The Confidant agrees that it shall disclose Confidential Information received from [Company Name] only to employees or consultants, agents, attorneys, or accountants of the Confidant as necessary to perform or facilitate discussions and negotiations regarding the Relationship and who (i) need to know such Confidential Information to effect the Relationship and (ii) have agreed in writing to be bound by this Agreement and not to disclose such Confidential Information to any other party. The Confidant shall not use any Confidential Information received from [Company Name] for its benefit or for any purpose except in connection with and to effect the Relationship. The Confidant shall take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information received from [Company Name] and shall not make any copies of such Confidential Information without the prior written consent of [Company Name].
2. Description of Confidential Information. "Confidential Information" means all information disclosed by [Company Name] to the Confidant (in writing, orally, or in any other form), including, without limitation, employee details, business discussions, business plans, product ideas, marketing concepts, financial information, projections, customer lists, product designs and plans, and other information directly related to [Company Name] and other unpublished information. Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of either Party (or any of its employees, if applicable), (ii) has been approved for release by written authorization of [Company Name], (iii) was known to the Confidant prior to the time of disclosure hereunder and this fact can be established by competent, written evidence, (iv) is legally acquired by the Confidant subsequent to the date of this Agreement from a third party who is not obligated to [Company Name], either directly or indirectly, to hold such information in confidence, or (v) has been disclosed pursuant to a requirement of a government agency or of law.
3. Standard of Care. The Confidant agrees to (a) treat the Confidential Information as confidential and proprietary, (b) use its best efforts to protect it from disclosure to any third party, which in no event shall be less than the measures it uses to maintain the confidentiality of the Confidant's most highly confidential information, and (c) cooperate in [Company Name]'s efforts to protect the Confidential Information. The Confidant agrees further to promptly notify [Company Name] of any known or suspected breach of [Company Name]'s proprietary rights to the Confidential Information that may come to the Confidant's attention.
4. Representations. Each Party represents to the other that (a) it has the corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder in full compliance with all applicable federal, state, and local laws and regulations, (b) this Agreement constitutes a valid, binding, and enforceable obligation of such Party, and (c) it is under no disability, restriction, or prohibition affecting its ability to execute this Agreement and perform its obligations hereunder.
5. Liquidated Damages: In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION or unauthorized solicitation, information exchange, the Confidant shall be entitled to liquidated damages in the amount of INR 6,50,000.00 (six lacs and fifty thousand rupees) for each such use or disclosure. Notwithstanding the right to liquidated damages, including but not limited to attorney fees and costs and any additional costs borne by [Company Name].
6. Remedies. The Confidant agrees to indemnify and hold harmless [Company Name] from any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any breach by it (or any of its employees, consultants, agents, attorneys, and accountants, if applicable) of any term of this Agreement, including without limitation, the unauthorized use or disclosure by it (or any of its employees, if applicable) of the Confidential Information or any portion thereof or the breach of any other provisions hereof. The Confidant further agrees that the unauthorized disclosure or use by it of Confidential Information or the breach of any other provision hereof will cause irreparable harm and significant injury to [Company Name] which may be difficult to ascertain. Accordingly, the Confidant agrees that [Company Name] shall be entitled to equitable relief, including, without limitation, an immediate injunction enjoining any breach by it of this Agreement, in addition to all other remedies available to [Company Name] at law or in equity.
7. Return of Confidential Information. Upon conclusion or termination of the Relationship, or at any time at the request of [Company Name], the Confidant shall return to [Company Name] all material containing or reflecting any Confidential Information, including, without limitation, any notes, financial or non-financial information, employee data, compilations, memoranda, analyses, or reproductions, in whole or in part, and in any form whatsoever (including, without limitation, any such information retained on any form of computer media).
Thanks, Swapnil
[Link to the website: https://www.financeminutes.com]
From India, Indore
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You shall take care of some key points below:
1. Non-Disclosure and Limited Use. The Confidant agrees to hold all Confidential Information in strict confidence and agrees not to disclose any Confidential Information to any third party. The Confidant agrees not to disclose any Confidential Information received from [Company Name] to any other party (including other colleagues, associates, or clients of the Confidant) without the prior written consent of [Company Name]. The Confidant agrees that it shall disclose Confidential Information received from [Company Name] only to employees or consultants, agents, attorneys, or accountants of the Confidant as necessary to perform or facilitate discussions and negotiations regarding the Relationship and who (i) need to know such Confidential Information to effect the Relationship and (ii) have agreed in writing to be bound by this Agreement and not to disclose such Confidential Information to any other party. The Confidant shall not use any Confidential Information received from [Company Name] for its benefit or for any purpose except in connection with and to effect the Relationship. The Confidant shall take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information received from [Company Name] and shall not make any copies of such Confidential Information without the prior written consent of [Company Name].
2. Description of Confidential Information. "Confidential Information" means all information disclosed by [Company Name] to the Confidant (in writing, orally, or in any other form), including, without limitation, employee details, business discussions, business plans, product ideas, marketing concepts, financial information, projections, customer lists, product designs and plans, and other information directly related to [Company Name] and other unpublished information. Confidential Information does not include information that (i) is or becomes publicly known through no wrongful act of either Party (or any of its employees, if applicable), (ii) has been approved for release by written authorization of [Company Name], (iii) was known to the Confidant prior to the time of disclosure hereunder and this fact can be established by competent, written evidence, (iv) is legally acquired by the Confidant subsequent to the date of this Agreement from a third party who is not obligated to [Company Name], either directly or indirectly, to hold such information in confidence, or (v) has been disclosed pursuant to a requirement of a government agency or of law.
3. Standard of Care. The Confidant agrees to (a) treat the Confidential Information as confidential and proprietary, (b) use its best efforts to protect it from disclosure to any third party, which in no event shall be less than the measures it uses to maintain the confidentiality of the Confidant's most highly confidential information, and (c) cooperate in [Company Name]'s efforts to protect the Confidential Information. The Confidant agrees further to promptly notify [Company Name] of any known or suspected breach of [Company Name]'s proprietary rights to the Confidential Information that may come to the Confidant's attention.
4. Representations. Each Party represents to the other that (a) it has the corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder in full compliance with all applicable federal, state, and local laws and regulations, (b) this Agreement constitutes a valid, binding, and enforceable obligation of such Party, and (c) it is under no disability, restriction, or prohibition affecting its ability to execute this Agreement and perform its obligations hereunder.
5. Liquidated Damages: In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION or unauthorized solicitation, information exchange, the Confidant shall be entitled to liquidated damages in the amount of INR 6,50,000.00 (six lacs and fifty thousand rupees) for each such use or disclosure. Notwithstanding the right to liquidated damages, including but not limited to attorney fees and costs and any additional costs borne by [Company Name].
6. Remedies. The Confidant agrees to indemnify and hold harmless [Company Name] from any damage, loss, cost, or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any breach by it (or any of its employees, consultants, agents, attorneys, and accountants, if applicable) of any term of this Agreement, including without limitation, the unauthorized use or disclosure by it (or any of its employees, if applicable) of the Confidential Information or any portion thereof or the breach of any other provisions hereof. The Confidant further agrees that the unauthorized disclosure or use by it of Confidential Information or the breach of any other provision hereof will cause irreparable harm and significant injury to [Company Name] which may be difficult to ascertain. Accordingly, the Confidant agrees that [Company Name] shall be entitled to equitable relief, including, without limitation, an immediate injunction enjoining any breach by it of this Agreement, in addition to all other remedies available to [Company Name] at law or in equity.
7. Return of Confidential Information. Upon conclusion or termination of the Relationship, or at any time at the request of [Company Name], the Confidant shall return to [Company Name] all material containing or reflecting any Confidential Information, including, without limitation, any notes, financial or non-financial information, employee data, compilations, memoranda, analyses, or reproductions, in whole or in part, and in any form whatsoever (including, without limitation, any such information retained on any form of computer media).
Thanks, Swapnil
[Link to the website: https://www.financeminutes.com]
From India, Indore
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