Non Disclosure agreement for a basic information exchange agreement applicable where three parties are agreeing to exchange confidential information before concluding a binding joint venture agreement. It imposes a mutual obligation of confidentiality on the parties who provide and receive information at the same time. This is drafted in neutral form.
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The Mutual Non Disclosure Agreement (NDA) / Confidentiality Agreement for Joint Venture (Three way) is a legal document that establishes the terms and conditions for the exchange of confidential information between three parties involved in a potential joint venture. This document is crucial in protecting the sensitive information shared during the evaluation and negotiation process.
The entire document consists of 15 clauses that cover various aspects of the agreement. Clause 1 provides definitions for key terms used throughout the agreement, ensuring clarity and understanding. Clause 2 outlines the obligations of confidentiality, stating that each party must keep the information confidential and use it exclusively for the purpose of evaluating the joint venture.
Clause 3 focuses on confidentiality measures, requiring each party to take specific actions to protect the disclosed information. These measures include limiting access to approved representatives, keeping the information separate from other documents, applying appropriate security measures, and keeping a written record of the information received.
Clause 4 addresses exceptions to the confidentiality obligations, stating that certain information is not subject to the agreement if it is already publicly available, previously known to the receiving party, disclosed by a third party, or independently developed by the receiving party.
Clause 5 deals with the return of information, stating that upon request, each party must return or destroy all documents and materials containing the information. The parties remain bound by the confidentiality obligations even after the completion of the purpose.
Clause 6 includes a disclaimer and warranty, clarifying that no rights or obligations other than those expressly granted are implied from the agreement. It also confirms that the agreement does not obligate either party to enter into the proposed joint venture.
Clause 7 requires the parties to keep the existence and nature of the agreement confidential, and any announcement or circular related to the agreement must be approved by both parties.
Clause 8 establishes the remedies available in case of a breach of the agreement, including injunction, specific performance, and other equitable relief. No proof of special damages is necessary to enforce the agreement.
Clause 9 addresses waiver, stating that a waiver of a failure to perform one provision does not waive any other failure. The rights, powers, and remedies provided in the agreement are cumulative and not exclusive.
Clause 10 prohibits the assignment of rights or obligations under the agreement by either party.
Clause 11 confirms that the agreement constitutes the entire agreement between the parties and that no other representations or warranties have been relied upon. It also allows for claims in contract for breach of warranty but excludes liability for fraudulent misrepresentation.
Clause 12 clarifies that the agreement does not grant any rights to the parties under any intellectual property of the other party.
Clause 13 specifies the governing law and jurisdiction for any disputes arising from the agreement.
Clause 14 outlines the procedures for giving notices and service, including delivery by hand, email, or post.
Clause 15 states that third parties have no right to enforce the terms of the agreement, except for connected persons who have the right to enforce the agreement subject to certain conditions.
The schedule attached to the agreement includes information about each party and any previously disclosed information.
Overall, this Mutual Non Disclosure Agreement (NDA) / Confidentiality Agreement for Joint Venture (Three way) is essential for protecting confidential information during the evaluation and negotiation of a potential joint venture. It establishes clear obligations of confidentiality, outlines confidentiality measures, and provides remedies for breaches of the agreement.
1. Identify the parties: Enter the names and principal places of business of the three parties involved in the potential joint venture. This ensures that all parties are clearly identified.
2. Understand the purpose: Recognize that the purpose of the agreement is to evaluate the possibility of a joint venture in the specified field of transaction. Keep this purpose in mind throughout the document.
3. Maintain confidentiality: Each party must keep the disclosed information confidential and use it exclusively for the purpose of evaluating the joint venture. Do not copy, reproduce, or store the information in an externally accessible system.
4. Implement confidentiality measures: Take specific actions to ensure the confidentiality of the information. Limit access to approved representatives, keep the information separate from other documents, apply appropriate security measures, and keep a written record of the information received.
5. Exceptions to confidentiality: Understand that certain information is not subject to the confidentiality obligations, such as publicly available information, previously known information, information disclosed by a third party, or independently developed information.
6. Return or destroy information: Upon request, each party must return or destroy all documents and materials containing the information. Take steps to ensure that the information is secured and cannot be accessed or copied in the future.
7. Be aware of disclaimers and warranties: Recognize that the agreement does not grant any rights under intellectual property and does not obligate either party to enter into the proposed joint venture.
8. Keep the agreement confidential: Both parties must keep the existence and nature of the agreement confidential. Any announcement or circular related to the agreement must be approved by both parties.
9. Understand available remedies: Be aware that the disclosing party is entitled to remedies such as injunction and specific performance in case of a breach of the agreement. No proof of special damages is necessary.
10. Follow the specified procedures: Adhere to the procedures for giving notices and service, including delivery by hand, email, or post.
11. Remember limitations on third-party rights: Understand that third parties have no right to enforce the terms of the agreement, except for connected persons who have the right to enforce the agreement subject to certain conditions.
Note: This guidance provides a brief overview of the steps to use the document. It is important to refer to the actual document for complete and accurate instructions.