kvkWe have taken a productivity consultant for our industrial engineering dept. who is also a consultant for one of our competitor.
I need to sign off a NDA with the consulting agent. Please guide me on the NDA Format to be made for the Sign off.
From India, Bengaluru
PROFESSIONALS AND BUSINESSES PARTICIPATING IN DISCUSSION
Dighvijay Plastics And Allied Products
You shall take care of some key points below:
- 1 . Non-Disclosure and Limited Use. Confidant agrees to hold all Confidential Information in strict confidence and agrees not to disclose any Confidential Information to any third party. [Confidant agrees not to disclose any Confidential Information received from _______ to any other party (including other colleagues, associates or clients of Confidant) without the prior written consent of _______.] [Confidant agrees that it shall disclose Confidential Information received from _____ only to employees or consultants, agents, attorneys or accountants of 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.] Confidant shall not use any Confidential Information received from ______ for its own benefit or for any purpose except in connection with and to effect the Relationship. Confidant shall take all reasonable measures to prevent the unauthorized disclosure or use of Confidential Information received from _______ and shall not make any copies of such Confidential Information without the prior written consent of ________.
2 . Description of Confidential Information. "Confidential Information" means all information disclosed by ________ to 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projections, customer lists, product designs and plans, and other information directly related to _______ and other unpublished information.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 _______, (iii ) was known to Confidant prior to the time of disclosure hereunder and this fact can be established by competent, written evidence, (iv ) is legally acquired by Confidant subsequent to the date of this Agreement from a third party who is not obligated to _______, 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.
4 . Standard of Care. 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 Confidant's own most highly confidential information, and (c ) cooperate in _______'s efforts to protect the Confidential Information. Confidant agrees further to promptly notify _____ of any known or suspected breach of _______'s proprietary rights to the Confidential Information that may come to Confidant's attention.
5 . 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.
6 . Liquidated Damages: In case of unauthorized use or disclosure of the CONFIDENTIAL INFORMATION or unauthorized solicitation, information exchange, 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 _________.
7. Remedies. Confidant agrees to indemnify and hold harmless ______ 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. 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 _______ which may be difficult to ascertain. Accordingly, Confidant agrees that _______ 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 ______ at law or in equity.
8 . Return of Confidential Information. Upon conclusion or termination of the Relationship, or at any time at the request of ______, Confidant shall return to ______ 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).
From India, Indore
kvkDear Mr. Swapnil very apt content for my agreent with the consultant. I really appreciate your effort. it is really a very useful content. thanks.
From India, Bengaluru