General Non-disclosure Agreement : Please fill out the following form. Please print your completed form if you would to have a copy for your records.
To induce (Client) to retain (Promisor) as an outside consultant and to furnish Promisor with certain information that is proprietary and confidential, Promisor hereby warrants, represents, covenants, and agrees as follows:
1. ENGAGEMENT. Promisor, in the course of engagement by Client, may or will have access to or learn certain information belonging to Client that is proprietary and confidential (Confidential Information).
2. DEFINITION OF CONFIDENTIAL INFORMAT I O N. Confidential Information as usedthroughout this Agreement means any secret or proprietary information relating directly toClient's business and that of Client's affiliated companies and subsidiaries, including, but notlimited to, products, customer lists, pricing policies, employment records and policies,operational methods, marketing plans and strategies, product development techniques or plans,business acquisition plans, new personnel acquisition plans, methods of manufacture, technicalprocesses, designs and design projects, inventions and research programs, trade “know-how, ”trade secrets, specific software, algorithms, computer processing systems, object and sourcecodes, user manuals, systems documentation, and other business affairs of Client and itsaffiliated companies and subsidiaries.
3. N O N D I S C L O S U R E. Promisor agrees to keep strictly confidential all ConfidentialInformation and will not, without Client's express written authorization, signed by one ofClient's authorized officers, use, sell, market, or disclose any Confidential Information to anythird person, firm, corporation, or association for any purpose. Promisor further agrees not tomake any copies of the Confidential Information except upon Client's written authorization,signed by one of Client’s authorized officers, and will not remove any copy or sample ofConfidential Information from the premises of Client without such authorization.
4. RETURN OF MAT E R I A L. Upon receipt of a written request from Client, Promisor willreturn to Client all copies or samples of Confidential Information that, at the time of the receiptof the notice, are in Promisor's possession.
5. O B L I G ATIONS CONTINUE PAST TERM. The obligations imposed on Promisor shallcontinue with respect to each unit of the Confidential Information following the termination ofthe business relationship between Promisor and Client, and such obligations shall not terminateuntil such unit shall cease to be secret and confidential and shall be in the public domain, unlesssuch event shall have occurred as a result of wrongful conduct by Promisor or Promisor's agents,servants, officers, or employees or a breach of the covenants set forth in this Agreement.
6. EQUITABLE RELIEF. Promisor acknowledges and agrees that a breach of the provisionsof Paragraph 3 or 4 of this Agreement would cause Client to suffer irreparable damage thatcould not be adequately remedied by an action at law. Accordingly, Promisor agrees that Clientshall have the right to seek specific performance of the provisions of Paragraph 3 to enjoin abreach or attempted breach of the provision thereof, such right being in addition to all otherrights and remedies that are available to Client at law, in equity, or otherwise.
7. INVALIDITY. If any provision of this Agreement or its application is held to be invalid,illegal, or unenforceable in any respect, the validity, legality, or enforceability of any of the otherprovisions and applications therein shall not in any way be affected or impaired.
IN WITNESS WHEREOF, this Agreement has been signed on the day of (date with year).
Forms used in Employment Index
General Non-disclosure Agreement
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