| This non-disclosure
agreement is between:
Tactical Graphic Design
(TGD)
and
___________________________________________
(Organization),
having a business address at:
________________________________________________________________________________
DESCRIPTION
- Organization and TGD wish to exchange certain information pertaining
to ______________________________. This exchange includes all communication
of information between the parties in any form whatsoever, including
oral, written and machine-readable form, pertaining to the above.
TGD and Organization wish to exchange the information for the
sole purpose of ___________________________________________________________________________
and each party regards certain parts of the Information it possesses
to be secret and desires to protect those parts from unauthorized
disclosure or use (such secret parts being hereafter collectively
referred to as Information).
TGD and Organization are willing to disclose Information (as Owning
Party) and receive Information (as Receiving Party) on the terms and
conditions set forth herein.
AGREEMENT
Therefore, TGD and Organization agree, as follows:
- The Receiving Party will:
a. (1) Not disclose Information
of Owning Party to any other person and (2) use at least the same
degree of care to maintain the Information confidential as Receiving
Party uses in maintaining as confidential its own confidential Information,
but always at least a reasonable degree of care;
b. Use the Information only for the above purpose;
c. Restrict disclosure of the Information of the Owning Party solely
to those employees of Receiving Party having a need to know such Information
in order to accomplish the purpose stated above;
d. Advise each such employee, before he or she receives access to
the Information, of the obligations of Receiving Party under this
Agreement, and require each such employee to maintain those obligations.
e. Within fifteen (15) days following request of Owning Party return
to Owning Party all documentation, copies, notes, diagrams, computer
memory media and other materials containing any portion of the Information,
or confirm to Owning Party, in writing, the destruction of such materials.
This Agreement imposes no obligation on Receiving Party with respect
to any portion of the Information received from Owning Party which
(a) was known to Receiving Party prior to disclosure by Owning Party,
(b) is lawfully obtained by Receiving Party from a third party under
no obligation of confidentiality, is or becomes generally known or
publicly available other than by unauthorized disclosure, (c) is independently
developed by Receiving Party or (d) is disclosed by Owning Party to
a third party without a duty of confidentiality on the third party.
This Agreement imposes no obligation on Receiving Party with respect
to any portion of the Information unless such portion is (a) disclosed
in a written document or machine readable media marked "CONFIDENTIAL"
at the time of disclosure or (b) disclosed in any other manner and
summarized in a memorandum mailed to Receiving Party within fifteen
(15) days of the disclosure. Information disclosed by Owning Party
in a written document or machine readable media and marked "CONFIDENTIAL"
includes, but is not limited to, the items, if any, set forth in Schedules
A and B attached hereto. Schedules A and B are incorporated herein
by reference. Receiving Party hereby acknowledges receipt of the items
listed in Schedules A and B, if any.
The Information shall remain the sole property of Owning Party.
Nothing contained in this Non-Disclosure Agreement shall be construed
as granting or conferring any rights by license or otherwise, expressly,
implied, or otherwise, for any invention, work of authorship, discovery
or improvement hereafter made, conceived, or acquired prior to the
date of this Agreement.
This Agreement shall be governed by and interpreted in accordance
with the Laws of the Unites States of America and Canada.
The rights and obligations of the parties under this Agreement
may not be sold, assigned or otherwise transferred.
This Agreement is binding upon TGD and Organization, and upon the
directors, officers, employees and agents of each that are party to
this agreement. This Agreement is effective as of the later date of
execution and will continue indefinitely, unless terminated on thirty
(30) days written notice by either party. However, Organization's obligations
of confidentiality and restrictions on use of the Information disclosed
by TGD shall survive termination of this Agreement for five years from
date of written termination notice.
Each party stipulates that it has full power and authority to enter
into this Agreement, and the person signing this Agreement on behalf
of the named party is properly authorized and empowered to sign it,
and each party further acknowledges that it has read this Agreement,
understands it and agrees to be bound by it.
IN WITNESS THEREOF, duly authorized officers of the Parties hereto
have executed this Agreement
SIGNED FOR AND ON BEHALF OF THE ORGANIZATION
by:
____________________________________
*****Organization*****
____________________________________
Witness & Date
SIGNED FOR AND ON BEHALF OF Tactical Graphic Design
by:
____________________________________
****TGD****
____________________________________
Witness & Date
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