Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer

The Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer is a legal document that establishes the terms and conditions for the disclosure and use of confidential information between two parties. The document begins with a brief introduction highlighting the importance of protecting confidential information and the purpose of this agreement.

The agreement is divided into several sections. Section 1 provides definitions for key terms used throughout the document.

Section 2 outlines the obligations of the disclosee, emphasizing the duty to keep the information confidential and restricting the use of the information for any purpose other than the agreed ones.

Section 3 specifies the measures that the disclosee must take to ensure the confidentiality of the disclosed information, including restrictions on disclosure to third parties and the application of appropriate security measures.

Section 4 identifies certain circumstances where the obligations of non-disclosure and non-use do not apply. This concerns information that is already available to the public, previously known to the disclosee, disclosed by a third party, or independently developed by the disclosee.

Section 5 requires the disclosee to return or destroy all documents and materials containing the information (both soft and hard copy) upon request from the discloser.

Section 6 mentions that the discloser retains all rights to its information and disclaims any liability for the accuracy, reliability, or completeness of the information. It also states that the agreement does not create an obligation to enter into a business relationship.

Section 7 concerns the confidentiality of the agreement itself, while section 8 denotes that damages may not be an adequate remedy for a breach of the agreement. Section 9 provides that the rights, powers and remedies provided in this agreement are cumulative.

Section 10 prohibits the assignment of rights or obligations under the agreement without the consent of both parties, while section 11 confirms that the agreement represents the entire understanding between the parties and supersedes any previous agreements or representations.

Section 12 clarifies that the agreement does not grant any rights under intellectual property laws, while section 13 specifies the applicable law and jurisdiction for any possible disputes.

Section 14 outlines the methods and deemed times of service for any notices under the agreement, while section 15 clarifies that only the parties to the agreement can enforce the terms of the agreement.

The agreement concludes with the signatures of both parties and a provision for a schedule (if applicable).

How to use this document?

To effectively use the 'Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer', follow these steps:

1. Understand the purpose: Familiarize yourself with the purpose of the agreement, which is to protect the confidential information of the Discloser and evaluate a potential business relationship.

2. Identify the parties: Clearly identify the Discloser and the Disclosee by entering their names and principal places of business in the agreement.

3. Define confidential information: Determine the specific information that falls under the definition of 'information' in the agreement. This may include discoveries, ideas, designs, specifications, customer names, and other technical or commercial information.

4. Non-disclosure obligations: Ensure that the Disclosee understands and agrees to maintain the confidentiality of the information, using it exclusively for the agreed purpose and not disclosing it to any unauthorized parties.

5. Non-use obligations: Clarify that the Disclosee is prohibited from using the information to develop or sell similar products without the prior written approval of the Discloser. This includes avoiding direct or indirect competition with the Discloser.

6. Non-circumvention obligations: Make it clear that the Disclosee cannot interfere with or bypass the Discloser in any business opportunities related to the purpose of the agreement. This includes not contacting the Discloser's clients, suppliers, or business associates without permission.

7. Confidentiality measures: Establish measures to maintain the confidentiality of the information, such as limiting access to approved representatives, keeping records, and applying appropriate security measures.

8. Exceptions to non-disclosure: Understand the exceptions outlined in the agreement, which include information that is publicly available, previously known, or disclosed by a third party with the right to do so.

9. Return of information: Be prepared to return or destroy all documents and materials containing the information upon request, and remove any stored information from computer systems.

10. Seek legal advice: If necessary, consult with legal professionals to ensure that the agreement is properly understood and executed.

By following these steps, you can effectively use the 'Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer' to protect confidential information and establish a secure business relationship.