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

The Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer is a legally binding 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 the 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 regarding the confidential information. It emphasizes the importance of keeping the information confidential and restricts the use of the information for any purpose other than the agreed-upon purpose.

Section 3 specifies the measures that the disclosee must take to ensure the confidentiality of the disclosed information. It includes 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 includes information that is already publicly available, 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 hard copy documents and materials containing the information upon request from the discloser. It also denotes the removal of information stored in computer systems.

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 emphasizes the confidentiality of the agreement itself, while section 8 acknowledges that damages may not be an adequate remedy for a breach of the agreement. Section 9 denotes 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 disputes arising from the agreement.

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 have rights under the agreement.

The agreement concludes with the signatures of the authorized representatives of both parties and a provision for a schedule, if applicable.

 

How to use this document?

1. Understand the purpose: Familiarize yourself with the purpose of the agreement, which is to establish the terms and conditions for the disclosure and use of confidential information.

2. Interpretation: Refer to the interpretation section to understand the definitions of key terms used throughout the agreement.

3. Non-disclosure, non-use, and non-circumvention: Review the obligations outlined in this section, which include maintaining the confidentiality of the information and restricting its use for any purpose other than the agreed-upon purpose.

4. Confidentiality measures: Take the necessary steps to ensure the confidentiality of the disclosed information, including restricting disclosure to those on a need-to-know basis and applying appropriate security measures.

5. Excepted information: Determine if any information falls under the exceptions outlined in this section, where the obligations of non-disclosure and non-use do not apply.

6. Return of information: If requested by the discloser, promptly return or destroy all hard copy documents and materials containing the information. Ensure the removal of any stored information in computer systems.

7. Disclaimer and warranty: Understand that the discloser retains all rights to its information and disclaims any liability for the accuracy, reliability, or completeness of the information.

8. Confidentiality: Keep the existence and nature of the agreement confidential and seek approval before making any announcements or circulars related to the agreement.

9. Remedies: Recognize that damages may not be sufficient for a breach of the agreement and understand the additional rights, powers, and remedies available.

10. Assignment: Do not assign any rights or obligations under the agreement without the consent of both parties.

11. Entire agreement: Understand that the agreement represents the entire understanding between the parties and supersedes any previous agreements or representations.

12. No license: Acknowledge that the agreement does not grant any rights under intellectual property laws.

13. Governing law and jurisdiction: Be aware of the applicable law and jurisdiction for any disputes arising from the agreement.

14. Notices and service: Follow the specified methods and deemed times of service for any notices under the agreement.

15. No rights under contracts for third parties: Understand that only the parties to the agreement have rights under the agreement.