NON-DISCLOSURE

 

Here is a sample Non-Disclosure Agreement:

This NON-DISCLOSURE AGREEMENT is signed and entered into by MICHAEL GARY RINDERLE, an agent of SOF DIGITAL, INC , a Wisconsin corporation, having a mailing address of W248 S6950 SUGAR MAPLE DR, WAUKESHA WI 53189, and the undersigned individual or company (“PARTICIPANT”).

WHEREAS, PARTICIPANT contracts to provide, and SOF DIGITAL contracts to receive, information for the purposes of entering into mutual business ventures that will be advantageous to PARTICIPANT and SOF DIGITAL. It is acknowledged that both parties will work to the best of their ability to make sure a flow of information and participation is even and just, to make sure a business relationship flourishes for the period of this voluntary contract.

HEREIN, PARTICIPANT and all agents may disclose to SOF DIGITAL information pursuant to this NON-DISCLOSURE AGREEMENT that will be considered proprietary and completely confidential.

NOW, THEREFORE, the parties, PARTICIPANT and SOF DIGITAL, agree to the following:

1. That SOF DIGITAL will use all possible efforts to agree to prevention of the disclosure to any other individual, corporation or government agency of any Confidential Information which it receives from PARTICIPANT for the period of seven (7) years of the date of entering this contract. SOF DIGITAL shall not, without the prior written consent of PARTICIPANT, disclose the Information in any manner whatsoever, in whole or in part, except to such of PARTICIPAT’S officers, directors, shareholders, employees, or attorneys who: (I) have a valid need to know the Information for the sole purpose of assisting SOF DIGITAL in evaluating PARTICIPANT, (II) are informed of this Agreement, and (III) agree in writing to be bound by the terms hereof as if a party hereto. SOF DIGITAL also agrees not to use the Confidential Information for any purpose other than the purposes described in the recitals to this Agreement.

2. The terms and conditions of any exchange of information, e.g., reports or any other related documents, shall be governed with respect to confidentiality as exchange of information between the parties.

3. The following is deemed non-confidential, and SOF DIGITAL shall have no obligation relating to any such information that

a. is or becomes publicly known through publication or otherwise through no wrongful act of SOF DIGITAL, or

b. is received from a third party without similar restrictions and without a breach of this Agreement, or

c. is approved for release by written authorization of PARTICIPANT, or

d. is disclosed pursuant to LAWFULLY imposed requirements of an actual governmental agency or disclosed by operation of law; on the basis that SOF DIGITAL shall give PARTICIPANT’s legal department proper advanced notice of any proposed disclose, shall advise any 3rd party intervener in certified mail letter of the existence of this Agreement, and shall use its due diligence to secure in writing a certified agreement to be bound to the terms of this Agreement from any individual, corporation, or governmental agency obtaining access to the Confidential Information.

4. SOF DIGITAL acknowledges that any breach of Agreement would bear great burdens of irreparable harm which would leave PARTICIPANT without proper remedy. Therefore, SOF DIGITAL acknowledges that a breach of this Agreement would give rise to a right to an injunction pursuant to the Uniform Commercial Code. Notwithstanding the foregoing, each party is entitled to appropriate venue and remedies in law or in equity for breach of this Agreement.

5. This Agreement constitutes the entire agreement of the parties hereto with respect to confidentiality of information and supersedes all previous oral and writing agreements, if any, among the parties. This Agreement shall be construed in accordance with the Uniform Commercial Code laws of the STATE OF WISCONSIN, and MILWAUKEE COUNTY, WISCONSIN shall be the exclusive venue for resolution of any disputes hereafter. This Agreement may be amended or modified only in a writing signed by both parties.

A waiver (whether written, oral or implied) by either party of any provision or right under this Agreement shall not constitute a waiver with respect to any subsequent similar or dissimilar occurrence. This Agreement may be executed in one or more counterparts, and may be executed and delivered via email with digital signature, each of which counterparts and emails shall be deemed an original for all purposes.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severed, and this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this Agreement.

6. All Confidential Information that is in any reproducible form (including without limitation, written or electronic form) delivered to SOF DIGITAL shall be and remain the property of PARTICIPANT, and all such data, and any copies thereof, shall be promptly returned to PARTICIPANT upon written request, or destroyed at PARTICIPANT’S request.

7. This Agreement shall not be construed as granting or conferring any rights by license or otherwise, expressly, implicitly, or otherwise for any invention, discovery or improvement made, conceived or acquired prior to or after the date of this Agreement.

8. The parties hereby irrevocably and unconditionally waive the right to a jury trial in connection with any claim arising out of or related to this Agreement or the Confidential Information.

9. For the purposes of this Agreement, “Confidential Information” shall mean any proprietary information, trade secrets or other information that is disclosed to SOF DIGITAL by PARTICIPANT, whether furnished before or after the date of this Agreement, whether tangible or intangible, disclosed either directly or indirectly in writing or orally, and in whatever form or medium provided, that relates in any way to any of the following: technical

information, technical data, research, products, software services, development, macros, source code, inventions, ideas, processes, designs, drawings, engineering, marketing, customer information, business plans and forecasts or financial information, current products or services, future products or services, techniques, any and all derivative

works therefrom and any and all patents and copyrights therein or any improvements thereof. Confidential Information shall include, but not be limited to, all materials marked “Confidential Information”.