Non disclosure agreement document

I need a non disclosure document for some work that will be completed on my website. The site has intellectual property that we need to protect from being misused. Can anyone please provide me with a copy of an agreement?

I hope you can help.
CCK.

 

Here's one we use for purchasing/selling companies. We're UK-based so you will need to check out whether the clauses are relevant in your locale or for your situation....




CONFIDENTIAL DISCLOSURE AGREEMENT

Between:

Your name ("the disclosing party")

and

Company Name (“the receiving party”)


1. On the understanding that both parties are interested in discussing the possible purchase of the hosting company assets of the disclosing party (“the proposed transaction”), it is agreed that all information – whether oral, written or otherwise – supplied in the course of any discussions or communications (“the confidential information”) shall be treated as strictly private and confidential by the receiving party.

2. This Agreement applies to commercial, financial, technical, operational or any other information communicated by the disclosing party.

3. This Agreement does not apply to any information already in the public domain or which the receiving party can show was either already lawfully in their possession prior to its disclosure by the disclosing party, or acquired without the involvement, either directly or indirectly, of the disclosing party.

4. The receiving party undertakes to use the confidential information supplied by the disclosing party for the sole purpose of evaluating the proposed transaction. The receiving party shall not at any time copy, distribute, disclose or allow any person to access any of the confidential information, other than to:

i. those directors/partners or other members of senior management who require knowledge of the confidential information to evaluate the proposed transaction

ii. the accountant, legal adviser, and other professional advisers, and solely for the purpose of soliciting their professional advice on the proposed transaction

iii. any other person approved in writing, in advance, by the disclosing party

It is the sole responsibility of the receiving party to ensure that anyone to whom the confidential information is disclosed is made aware of, and agrees to be bound by, the terms of this Agreement.

5. The receiving party shall maintain a record of entities or persons to whom any confidential information is disclosed, together with the actual information disclosed to them. This record shall be made available to the disclosing party upon request.

6. The receiving party shall not make contact or approaches of any kind to the disclosing party’s employees, clients, trading partners, or other connected parties.

7. No licences or any rights under any patent, registered design, copyright, design right, Intellectual Property Rights or any similar right belonging to the disclosing party are implied or granted under this Agreement.

8. The receiving party shall on request from the disclosing party either return, shred, or delete any confidential information including, but not limited to, documents, communications or other items connected with the disclosure, and shall not retain, reproduce or distribute any unauthorised copies or likenesses.

9. The disclosing party makes no representations or warranties in relation to any confidential information provided, and the receiving party acknowledges that it has not relied upon and will not rely upon any such representations or warranties.

10. On the signing of this agreement by the receiving party the name and address of the disclosing party will be disclosed to the receiving party. On such disclosure this agreement will be deemed to have been undertaken between the disclosing party and the receiving party and the disclosing party will be able to rely on the agreement as if it had been party to the original agreement.

11. This Agreement is governed by and shall be construed in accordance with the laws of Scotland and each party irrevocably submits to the exclusive jurisdiction of the Scottish courts.

12. After 24 months from the date hereof the receiving party shall be relieved of all obligations under this Agreement.



Signed: ________________________________ [Director of the disclosing party]

For: ___________________________________ [the disclosing party)]

Date:


Signed: ________________________________ [Receiving party]

For: ___________________________________ [Company name of receiving party]

_______________________________________ [Company address of receiving party]

_______________________________________


_______________________________________ [Company telephone number of receiving party]





Date: ________________________

 

Thank you for the information. Rep added.