Braine A

NON-DISCLOSURE AGREEMENT - FOR THE PURPOSE OF BUSINESS IN THE FUTURE This Confidentiality and Non - Disclosure Agreement is made and effective on the (date) by and between _____ (hereafter referred to as the Recipient Party) and ______ (hereafter referred to as the Disclosing Party) The Agreement is intended to prevent the unauthorized disclosure of Confidential Information (as defined below) in contemplation of a business transaction between both parties. DESCRIPTION OF CONFIDENTIAL INFORMATION i. For the purpose of this Agreement, the term “Confidential Information” shall mean any information that the Recipient Party shall receive from the Disclosing Party either orally or in writing or through any other means that is designated as confidential that is not generally known to the public. ii. Confidential Information shall Include, but not Limited to: - Business Ideas for the future, Inventions, Designs, Know-how. - Discussions /Conversations between both parties including messages, emails, phone calls. - trade secrets; plans for products or services - any concepts, samples, reports, data, know-how, works-in-progress, designs, drawings, photographs, development tools, specifications - any marketing strategies, plans, financial information, or projections, operations, sales estimates. - Disclosing Parties past, present or future business activities. - All other Information that is considered “Confidential”, and can reasonably harm the disclosing party’s Life, Business, and Interests, if disclosed. REQUIREMENTS AND OBLIGATIONS : i. The Recipient Party shall treat and maintain all shared Information in confidence with the same degree of care they hold their own personal / Confidential Information. ii. The Recipient Party shall not use the confidential information for any other purpose (you can state the purpose in brackets), than that for which it was provided. iv. The confidential information may not, at any point during this agreement or thereafter, be copied, reproduced, transmitted, disclosed, or otherwise made accessible to a third party without the written consent of the Disclosing Party. iii. Upon termination, or upon request of the Disclosing Party, the Recipient shall permanently destroy or return to the closing party all Confidential Information including pictures, notes, written documents, screenshots, private messages, sketches, and records, which in any way incorporate Confidential Information. EXCLUSIONS The aforementioned “Confidential Information” shall exclude information that: a.) i. Was already known by/or in the possession of the Recipient prior to the time of disclosure (with profound evidence) ii. Is subsequently communicated to the Recipient by a third party who is in lawful possession thereof, and under no obligation of confidentiality to the Disclosing Party iii. Becomes public knowledge through no fault or omission of the Recipient. iii. Is already in public domain at the time of disclosure. b.) In the event that the Recipient is legally compelled to disclose any “Confidential Information” to any judicial, administrative, regulatory authority or similar or is obliged to reveal such information by mandatory law, the Recipient Party shall promptly notify the Disclosing Party of the terms of such disclosure. TERMS OF THE AGREEMENT This Agreement shall remain in effect for a term of [number of months or years]. Notwithstanding the foregoing, the Recipient Party’s duty to hold in confidence “Confidential Information” that was disclosed during the term shall remain in effect indefinitely unless otherwise agreed. OTHER PARTIES BOUND BY THIS AGREEMENT: All affiliates, directors, officers, employees, Agents, and Representatives of the Recipient Party shall be included within the definition of the term “Recipient Party”, for purposes of this Agreement, and shall be bound by the terms and conditions of this Agreement. The Recipient Party shall be responsible for any breaches of this Agreement by any of its affiliates and any directors, officers, employees, agents and representatives of such recipient party or its affiliates. ( I decided to put in this clause here because your future business partner may have certain affiliates or partners that must be a part of decision makings especially with regard to new business ventures/partnerships) CONSEQUENCES FOR BREACH The Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such a breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction. APPLICABLE LAW This Agreement shall be governed by and construed in accordance with the Laws of Texas in the United States of America. Signed Disclosing Party Recipient.