This Non-Disclosure Agreement (this “Agreement” or this “Non-Disclosure Agreement”) by and between Company Name, a [Sender.State] of incorporation type of legal entity, having its principal place of business at [Sender.StreetAddress] (the “Disclosing Party”), and , a [Client.State] of incorporation type of legal entity, having its principal place of business at (the “Receiving Party”) who agrees to be bound by this Agreement.

WHEREAS, Company Name and have engaged in a relationship through this Non-Disclosure Agreement in which may be exposed to some confidential information of Company Name that it has an interest in safeguarding. NOW, THEREFORE, Company Name and  (individually, each a "Party" and collectively, the "Parties") covenant and agree as follows in consideration of the reciprocal covenants and promises made by the parties hereto:

1. DEFINITIONS

For the purposes of this Non-Disclosure Agreement, the following terms are defined as follows:

1. “Trade Secret” means all information possessed by or developed for Company Name to which all the following apply: (i) the information derives independent economic value from not being generally known and (ii)Company Name takes reasonable precautions to prevent such information from being disclosed to the public.
2. “Confidential Information” means information, to the extent, it is not a Trade Secret, which is possessed by Company Name and which relates to Company Name, including, without limitation, for example, business plans, strategies, existing or proposed bids, costs, technical developments, financial or business projections, investments, marketing plans, or training information, materials, and examples of confidential information.

2. NON DISCLOSURE OF CONFIDENTIAL INFORMATION

Except as required to further the relationship between Company Name and or as expressly authorised in writing on behalf of Company Name, shall not disclose any Confidential Information, directly or indirectly, during the term of his/her relationship with Company Name or at any time after such relationship has ended.

3. TRADE SECRETS

shall do everything reasonably possible to prevent unauthorised disclosure of Company Name's trade Secrets during the course of this Non-Disclosure Agreement and 's commercial connection with Company Name, as well as after such relationship has ended. Furthermore, shall not use or disclose Company Name's Trade secrets after the termination of any such connection, as long as they remain Trade Secrets.

4. EXCEPTIONS

The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is required by law or court order, however,  agrees to provide Company Name with reasonable prior notice and an opportunity to contest or minimise such disclosure.

5. RETURN OF DOCUMENTS

should immediately return to Company Name any documents relevant to Confidential Information or Trade Secrets that are in 's possession upon the termination of the relationship between Company Name and .

6. REPRESENTATIVE ACKNOWLEDGMENTS

acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by , (ii) has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of Company Name, (iv) such covenants and duties will not place an undue burden upon ‘s livelihood in the event of termination of ‘s business relationship with Company Name and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to Company Name for which money damages would be an inadequate remedy.

7. VENUE

The laws of the State of [Sender.State] shall control and construe this Non-Disclosure Agreement, as well as the interpretation of the clauses herein. The Parties irrevocably submit to the federal and state courts of [Sender.Country], [Sender.State] for all purposes. IN WITNESS WHEREOF, each of the Parties, by its properly authorised official, has executed this Non-Disclosure Agreement as of the date and year set forth below.