This Non-Disclosure Agreement (NDA) is a legal document that defines the confidential information that must be kept secret by one party, disclosed to another party, for a particular purpose. The NDA involves two parties: Discloser and Disclosee. The Discloser is the owner of the confidential information, while the Disclosee is the employee who needs access to the confidential information to perform their job duties. This agreement establishes that the Disclosee can access the confidential information on a need-to-know basis, subject to certain terms and conditions. The agreement defines the confidential information that must be kept secret, which includes any and all information possessed by the Discloser. The information is defined broadly and includes information that is tangible or intangible, in writing, oral, or in other forms. It includes but is not limited to technical, financial, and commercial information, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, products, flow charts, data, computer programs, drives, disks, diskettes, tapes, patents, patent applications, copyrighted materials, marketing plans, and customer names.

The agreement specifies the obligations of confidentiality that the Disclosee must adhere to, such as maintaining the confidentiality of the information, using it exclusively for the purpose of their employment and not copying, reproducing, or reducing any part of the information. The Disclosee is prohibited from using, reproducing, transforming, or storing any of the information in an externally accessible computer or electronic information retrieval system or transmitting it in any form or by any means whatsoever outside of their usual place of business without the prior written approval of the Discloser. The Disclosee must not disclose the information to anyone other than the approved representatives of the Disclosee, who have been previously approved in writing by the Discloser, and who are aware of the obligations of confidentiality relating to the information and are obliged by their contracts of employment or service not to disclose the information to any third party.

The agreement specifies that the Disclosee must keep a written record of any document or other information received from the Discloser and must return all documents and information to the Discloser upon termination of their employment. The agreement also specifies that any breach of the confidentiality obligations by the Disclosee would result in irreparable harm to the Discloser, and the Discloser shall be entitled to seek injunctive relief to prevent such breach. The agreement is governed by the laws of the jurisdiction in which the Discloser operates.

In conclusion, this Non-Disclosure Agreement is designed to protect the confidentiality of the Discloser's information that is disclosed to the Disclosee. The agreement imposes strict confidentiality obligations on the Disclosee, including keeping the information secret and using it only for the purpose of their employment. The agreement also specifies the measures that the Disclosee must take to maintain the confidentiality of the information. Any breach of these obligations by the Disclosee could cause irreparable harm to the Discloser, and the Discloser shall be entitled to seek injunctive relief to prevent such a breach. The agreement is essential in protecting the Discloser's confidential information and ensuring that it is not misused or disclosed to unauthorised parties.

 

How to use this Document?

This document is a Non-Disclosure Agreement (NDA) entered between two parties - an employer and an employee. The agreement aims to protect the confidential information of one party that is shared with the other party during their professional relationship.

Here are the steps to use this document:

1. Interpretation: The document provides a set of definitions to help both parties understand the terms used throughout the agreement.

2. Obligations of Confidentiality: The document outlines the specific obligations of the employee (Disclosee) to maintain the confidentiality of the disclosed information, which includes the trade secret.

3. Confidentiality Measures: This section lists specific measures that the employee (Disclosee) must take to maintain the confidentiality of the disclosed information. These measures include only sharing the information with approved representatives, keeping separate records, and applying the same security measures to this information as one would to their own confidential information.

4. Duration: The agreement specifies how long the Disclosee must maintain the confidentiality of the information, which includes six months after the termination of their employment.

5. Exclusions: The agreement lists certain situations where the obligation to maintain confidentiality does not apply. These include information that was already known or that is publicly available.

6. Governing Law and Jurisdiction: The agreement specifies the governing law and jurisdiction that will apply in case of any disputes arising between the parties.

This agreement serves as a legal document to protect the confidential information of one party that is shared with the other party. The agreement outlines the obligations of the employee (Disclosee) and lists the specific measures that must be taken to maintain confidentiality. Both parties should read and understand the agreement's terms before signing it.