https://github.com/SixArm/sixarm-company-confidentiality-agreement

SixArm.com → Company confidentiality agreement (CA) a.k.a. non-disclosure agreement (NDA)
https://github.com/SixArm/sixarm-company-confidentiality-agreement

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SixArm.com → Company confidentiality agreement (CA) a.k.a. non-disclosure agreement (NDA)

• Host: GitHub
• URL: https://github.com/SixArm/sixarm-company-confidentiality-agreement
• Owner: SixArm
• Created: 2017-10-03T14:51:38.000Z (about 7 years ago)
• Default Branch: main
• Last Pushed: 2023-09-15T19:24:44.000Z (about 1 year ago)
• Last Synced: 2024-05-20T04:11:22.668Z (6 months ago)
• Homepage:
• Size: 12.7 KB
• Stars: 3
• Watchers: 3
• Forks: 13
• Open Issues: 0
• Metadata Files:
  • Readme: README.md
  • Code of conduct: CODE_OF_CONDUCT.md
  • Codeowners: CODEOWNERS

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README

        
# Confidentiality agreement 

## 1. Introduction

### Parties

This AGREEMENT is between:

(person name):

(person title):

(company name):

(company address):

hereafter referred to as the "Disclosing Party"

and:

(person name):

(person title):

(company name):

(company address):

hereafter referred to as the "Receiving Party".

to participate in discussions regarding:

(description):

hereafter referred to as the "Transaction".

### Date

This agreement is dated and in effect as of:

(date):

### Location

This Agreement shall be governed by and construed in accordance with

the laws of the location:

(location):

The validity, construction and performance of this Agreement shall

be governed and construed in accordance, with the laws of location,

applicable to contracts made and to be wholly performed within such 

location, without giving effect to any conflict of laws provisions 

thereof. 

The courts located in the location shall have sole and exclusive 

jurisdiction over any disputes arising under the terms of this 

Agreement.

This agreement includes the right of forum non conveniens. For

example, to change the location if there is a mutually-preferable

location.

### Purpose

During these discussions, Disclosing Party may share certain

proprietary information with the Receiving Party. Therefore, in

consideration of the mutual promises and covenants contained in this

Agreement, and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree

as follows.

### Headings

Headings used in this Agreement are for reference only and shall not

be used or relied upon in the interpretation of this Agreement.

## 2. Definitions

### Confidential Information

For purposes of this Agreement, “Confidential Information” means any

data or information that is proprietary to the Disclosing Party and

not generally known to the public, whether in tangible or intangible

form, whenever and however disclosed, including, but not limited to:

(a) any marketing strategies, plans, financial information, or

projections, operations, sales estimates, business plans and

performance results relating to the past, present or future business

activities of such party, its affiliates, subsidiaries and affiliated

companies;

(b) plans for products or services, and customer or supplier lists;

(c) any scientific or technical information, invention, design,

process, procedure, formula, improvement, technology or method;

(d) any concepts, reports, data, know-how, works-in-progress, designs,

development tools, specifications, computer software, source code,

object code, flow charts, databases, inventions, information and trade

secrets; and

(e) any other information that should reasonably be recognized as

confidential information of the Disclosing Party.

Confidential Information need not be novel, unique, patentable,

copyrightable or constitute a trade secret in order to be designated

Confidential Information. The Receiving Party acknowledges that the

Confidential Information is proprietary to the Disclosing Party, has

been developed and obtained through great efforts by the Disclosing

Party and that Disclosing Party regards all of its Confidential

Information as trade secrets.

Notwithstanding anything in the foregoing to the contrary,

Confidential Information shall not include information which:

(a) was known by the Receiving Party prior to receiving the

Confidential Information from the Disclosing Party;

(b) becomes rightfully known to the Receiving Party from a third-party

source not known (after diligent inquiry) by the Receiving Party to be

under an obligation to Disclosing Party to maintain confidentiality;

(c) is or becomes publicly available through no fault of or failure to

act by the Receiving Party in breach of this Agreement;

(d) is required to be disclosed in a judicial or administrative

proceeding, or is otherwise requested or required to be disclosed by

law or regulation, although the requirements of paragraph 4 hereof

shall apply prior to any disclosure being made; and

(e) is or has been independently developed by employees, consultants

or agents of the Receiving Party without violation of the terms of

this Agreement or reference or access to any Confidential Information.

## 3. Documents

### Consulting agreement 

A separate Consulting Agreement will describe any working releationship.

### Statement of Work (SOW)

A separate Statement Of Work ("SOW") will describe any work, such as

any plans, deliverables, etc.

## 4. Content

### 4.1 Disclosure of Confidential Information

From time to time, the Disclosing Party may disclose Confidential

Information to the Receiving Party. The Receiving Party will:

(a) limit disclosure of any Confidential Information to its directors,

officers, employees, agents or representatives (collectively

“Representatives”) who have a need to know such Confidential

Information in connection with the current or contemplated business

relationship between the parties to which this Agreement relates, and

only for that purpose;

(b) advise its Representatives of the proprietary nature of the

Confidential Information and of the obligations set forth in this

Agreement and require such Representatives to keep the Confidential

Information confidential;

(c) shall keep all Confidential Information strictly confidential by

using a reasonable degree of care, but not less than the degree of

care used by it in safeguarding its own confidential information; and

(d) not disclose any Confidential Information received by it to any

third parties (except as otherwise provided for herein).

Each party shall be responsible for any breach of this Agreement by

any of their respective Representatives.

### 4.2 Use of Confidential Information

The Receiving Party agrees to use the Confidential Information solely

in connection with the current or contemplated business relationship

between the parties and not for any purpose other than as authorized

by this Agreement without the prior written consent of an authorized

representative of the Disclosing Party.

No other right or license, whether expressed or implied, in the

Confidential Information is granted to the Receiving Party

hereunder. Title to the Confidential Information will remain solely in

the Disclosing Party.

All use of Confidential Information by the Receiving Party shall be

for the benefit of the Disclosing Party and any modifications and

improvements thereof by the Receiving Party shall be the sole property

of the Disclosing Party.

Nothing contained herein is intended to modify the parties' existing

agreement that their discussions in furtherance of a potential

business relationship are governed by Federal Rule of Evidence 408.

### 4.3 Compelled Disclosure of Confidential Information

Notwithstanding anything in the foregoing to the contrary, the

Receiving Party may disclose Confidential Information pursuant to any

governmental, judicial, or administrative order, subpoena, discovery

request, regulatory request or similar method, provided that the

Receiving Party promptly notifies, to the extent practicable, the

Disclosing Party in writing of such demand for disclosure so that the

Disclosing Party, at its sole expense, may seek to make such

disclosure subject to a protective order or other appropriate remedy

to preserve the confidentiality of the Confidential Information;

provided in the case of a broad regulatory request with respect to the

Receiving Party’s business (not targeted at Disclosing Party), the

Receiving Party may promptly comply with such request provided the

Receiving Party give (if permitted by such regulator) the Disclosing

Party prompt notice of such disclosure.

The Receiving Party agrees that it shall not oppose and shall

cooperate with efforts by, to the extent practicable, the Disclosing

Party with respect to any such request for a protective order or other

relief. Notwithstanding the foregoing, if the Disclosing Party is

unable to obtain or does not seek a protective order and the Receiving

Party is legally requested or required to disclose such Confidential

Information, disclosure of such Confidential Information may be made

without liability.

### 4.4 Return of Confidential Information

Receiving Party shall immediately return and redeliver to the other

all tangible material embodying the Confidential Information provided

hereunder and all notes, summaries, memoranda, drawings, manuals,

records, excerpts or derivative information deriving there from and

all other documents or materials (“Notes”) (and all copies of any of

the foregoing, including “copies” that have been converted to

computerized media in the form of image, data or word processing files

either manually or by image capture) based on or including any

Confidential Information, in whatever form of storage or retrieval,

upon the earlier of (i) the completion or termination of the dealings

between the parties contemplated hereunder; (ii) the termination of

this Agreement; or (iii) at such time as the Disclosing Party may so

request; provided however that the Receiving Party may retain such of

its documents as is necessary to enable it to comply with its document

retention policies.

Alternatively, the Receiving Party, with the written consent of the

Disclosing Party may (or in the case of Notes, at the Receiving

Party’s option) immediately destroy any of the foregoing embodying

Confidential Information (or the reasonably nonrecoverable data

erasure of computerized data) and, upon request, certify in writing

such destruction by an authorized officer of the Receiving Party

supervising the destruction).

### 4.5 Notice of Breach

Receiving Party shall notify the Disclosing Party immediately upon

discovery of any unauthorized use or disclosure of Confidential

Information by Receiving Party or its Representatives, or any other

breach of this Agreement by Receiving Party or its Representatives,

and will cooperate with efforts by the Disclosing Party to help the

Disclosing Party regain possession of Confidential Information and

prevent its further unauthorized use.

### 4.6 No Binding Agreement for Transaction

The parties agree that neither party will be under any legal

obligation of any kind whatsoever with respect to a Transaction by

virtue of this Agreement, except for the matters specifically agreed

to herein. The parties further acknowledge and agree that they each

reserve the right, in their sole and absolute discretion, to reject

any and all proposals and to terminate discussions and negotiations

with respect to a Transaction at any time.

This Agreement does not create a joint venture or partnership between

the parties.

If a Transaction goes forward, the non-disclosure provisions of any

applicable transaction documents entered into between the parties (or

their respective affiliates) for the Transaction shall supersede this

Agreement. In the event such provision is not provided for in said

transaction documents, this Agreement shall control.

### 4.7 Competition

The receipt of Confidential Information pursuant to this Agreement

will not prevent or in any way limit either party from: (i)

developing, making or marketing products or services that are or may

be competitive with the products or services of the other; or (ii)

providing products or services to others who compete with the other.

### 4.8 Term

This Agreement shall remain in effect for a two-year term (subject to

a one year extension if the parties are still discussing and

considering the Transaction at the end of the second year).

Notwithstanding the foregoing, the parties’ duty to hold in confidence

Confidential Information that was disclosed during term shall remain

in effect indefinitely.

## 5. Resolution

### Agreement to resolve claims

We use the American Arbitration Association (AAA) standard procedures

for mediation and non-binding arbitration.

### Mediation

If any controversy or claim arises out of or relating to this

contract, or the breach thereof, and cannot be settled through

negotiation, then the parties agree to try in good faith to settle the

dispute by mediation administered by the American Arbitration

Association under its mediation procedures before resorting to

arbitration, litigation or some other dispute resolution procedure.

### Non-Binding Arbitration

If any controversy or claim arises out of or relating to this

contract, or the breach thereof, which cannot be settled by mediation

as described above, then the parties agree to submit to non-binding

arbitration administered by the American Arbitration Association under

its Non-Binding Arbitration Rules before the parties may initiate

binding arbitration, litigation, or some other type of dispute

resolution process.

### Recovery

In the event of litigation relating to this Agreement, the

prevailing party shall be entitled to recover its reasonable

attorney’s fees and expenses.

### Integrity

If any provision of this Agreement, or restriction of this Agreement,

is found by a court of competent jurisdiction to be unlawful, or

unenforceable, or void, such provision will be modified, rewritten or

interpreted to include as much of its nature and scope as will render

it enforceable. If it cannot be so modified, rewritten or interpreted

to be enforceable in any respect, it will not be given effect, and the

remainder of the Agreement will be enforced as if such provision was

not included.

Any failure by either party to enforce the other party’s strict

performance of any provision of this Agreement will not constitute a

waiver of its right to subsequently enforce such provision or any

other provision of this Agreement.

### Remedies

Both parties acknowledge that the Confidential Information to be

disclosed hereunder is of a unique and valuable character, and that

the unauthorized dissemination of the Confidential Information would

destroy or diminish the value of such information. The damages to

Disclosing Party that would result from the unauthorized dissemination

of the Confidential Information would be impossible to calculate.

Therefore, both parties hereby agree that the Disclosing Party shall

be entitled to injunctive relief preventing the dissemination of any

Confidential Information in violation of the terms hereof. Such

injunctive relief shall be in addition to any other remedies available

hereunder, whether at law or in equity. Disclosing Party shall be

entitled to recover its costs and fees, including reasonable

attorneys’ fees, incurred in obtaining any such relief.

## 6. Limits

### Sole agreement

This Agreement constitutes the entire understanding between the

parties and supersedes any and all prior or contemporaneous

understandings and agreements, whether oral or written, between the

parties, with respect to the subject matter hereof. 

### Modification

This Agreement can

only be modified by a written amendment signed by the party against

whom enforcement of such modification is sought.

### Change order

Any agreements not specified in this contract must be mutually

authorized by a written change order.

### Warranties and guarantees

Each party warrants that it has the right to make the disclosures

under this Agreement.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT

WHATSOEVER.

NO GUARANTEES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT

WHATSOEVER.

The parties disclaim any warranties or guarantees imposed by law, such

as merchantability, or fitness for particular purpose.

The parties acknowledge that although they shall each endeavor to

include in the Confidential Information all information that they each

believe relevant for the purpose of the evaluation of a Transaction,

the parties understand that no representation or warranty as to the

accuracy or completeness of the Confidential Information is being made

by either party as the Disclosing Party.

Further, neither party is under any obligation under this Agreement to

disclose any Confidential Information it chooses not to

disclose. Neither Party hereto shall have any liability to the other

party or to the other party’s Representatives resulting from any use

of the Confidential Information except with respect to disclosure of

such Confidential Information in violation of this Agreement.

### Communications

Any notices or communications required or permitted to be given

hereunder may be delivered by hand, deposited with a nationally

recognized overnight carrier, electronic-mail, or mailed by certified

mail, return receipt requested, postage prepaid, in each case, to the

address of the other party first indicated above (or such other

addressee as may be furnished by a party in accordance with this

paragraph). All such notices or communications shall be deemed to have

been given and received (a) in the case of personal delivery or

electronic-mail, on the date of such delivery, (b) in the case of

delivery by a nationally recognized overnight carrier, on the third

business day following dispatch and (c) in the case of mailing, on the

seventh business day following such mailing.

### Transfer

This Agreement is personal in nature, and neither party may directly

or indirectly assign or transfer it by operation of law or otherwise

without the prior written consent of the other party, which consent

will not be unreasonably withheld. All obligations contained in this

Agreement shall extend to and be binding upon the parties to this

Agreement and their respective successors, assigns and designees.

## 7. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as

of the date first above written.

On behalf of Disclosing Party:

(sign name):

(print name):

(date):

On behalf of Receiving Party:

(sign name):

(print name):

(date):