Mutual Nondisclosure Agreement This Mutual Nondisclosure Agreement (the “Agreement”) is entered into by the disclosing party and the receiving party for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. Each party has disclosed and/or may further disclose its Confidential Information to the other pursuant to the terms and conditions of this Agreement.
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information relating to the Discloser’s business, including, without limitation, product designs, product plans, data, software, and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions and knowhow (including the existence and terms of this Agreement) disclosed by Discloser to Recipient, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date, that either: (a) is designated as confidential by the Discloser at the time of disclosure; or (b) should reasonably be considered, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the parties.
2. Use of Confidential Information. A party that receives Confidential Information under this Agreement (“Recipient”) may use the Confidential Information only for the purpose of internal evaluation of whether to enter into a business relationship with the party that discloses Confidential Information under this Agreement (“Discloser”). The Recipient may not use for its own benefit or otherwise disclose any of the Confidential Information of the Discloser for any other purpose.
3. Exclusions from Confidential Information. Recipient’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) discovered or created by the Recipient before disclosure by Discloser; (c) learned by the Recipient through legitimate means other than from the Discloser or Discloser’s representatives; or (d) is disclosed by Recipient with Discloser’s prior written approval.
4. Obligations of Recipient. Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Discloser. Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without prior written approval of Discloser, use for Recipient’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Discloser, any Confidential Information. Recipient shall return to Discloser any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Discloser requests it in writing.
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