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 form imposes stricter / tighter obligations on the parties.
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This document is a Mutual Non-Disclosure Agreement (NDA) or Confidentiality Agreement for a Joint Venture involving three parties. The agreement is entered into between Party 1, Party 2, and Party 3. The purpose of this agreement is to facilitate the exchange of confidential information between the parties for the purpose of evaluating a possible joint venture in the field of transaction between Party 1, Party 2, and Party 3.
The agreement begins with a brief introduction, stating the names and principal places of business of each party. It then defines various terms used throughout the agreement, such as 'approved representatives,' 'associate,' 'group,' 'holding company,' 'subsidiary,' and 'information.' The definition section ensures clarity and understanding of the terms used in the agreement.
The agreement outlines the obligations of confidentiality that each party undertakes in relation to the other's information. These obligations include keeping the information confidential, using it exclusively for the purpose stated in the agreement, not copying or reproducing the information without prior written approval, and not transmitting the information outside of the usual place of business without prior written approval.
To ensure the confidentiality of the disclosed information, the agreement also specifies various confidentiality measures that each party must adhere to. These measures include limiting access to the information to approved representatives who strictly require access for the purpose, keeping the information separate from other documents and records, implementing adequate security measures to protect the information, keeping a written record of the information received and the approved representatives in possession of the information, and ensuring that only approved representatives contact the other party or its representatives for information.
The agreement includes provisions for exceptions to the confidentiality obligations, such as information that is already publicly available, previously known to the receiving party, or disclosed by a third party with the right to make the disclosure. It also addresses the return of information upon request and the disclaimer and warranty of the disclosing party's intellectual property rights.
The agreement concludes with clauses on announcements, remedies, waiver, assignment, entire agreement, intellectual property rights and license, governing law and jurisdiction, notices and service, and rights under contracts for third parties.
Overall, this Mutual Non-Disclosure Agreement (NDA) or Confidentiality Agreement for a Joint Venture provides a comprehensive framework for the exchange and protection of confidential information between the parties involved in the joint venture evaluation process.
To use this document effectively, follow these steps:
1. Familiarize yourself with the parties involved: Understand the identities and principal places of business of Party 1, Party 2, and Party 3.
2. Define the purpose: Clearly define the purpose of the agreement, which is to evaluate a possible joint venture in the field of transaction between Party 1, Party 2, and Party 3.
3. Understand the definitions: Review the definitions section to ensure a clear understanding of the terms used throughout the agreement.
4. Maintain confidentiality: Each party must keep the disclosed information confidential and use it exclusively for the purpose stated in the agreement. Do not copy, reproduce, or transmit the information without prior written approval.
5. Implement confidentiality measures: Adhere to the confidentiality measures outlined in the agreement, such as limiting access to approved representatives, keeping the information separate, implementing adequate security measures, and keeping a written record of the information received.
6. Understand exceptions to confidentiality: Be aware of the exceptions to the confidentiality obligations, such as information that is already publicly available or disclosed by a third party with the right to make the disclosure.
7. Return or destroy information: Upon written request, promptly return all documents and materials containing the information or destroy them as instructed. Ensure that no copies or extracts of the information remain.
8. Respect intellectual property rights: Acknowledge and respect the intellectual property rights of the disclosing party. Do not use the information for any purpose other than the purpose stated in the agreement.
9. Comply with governing law and jurisdiction: Understand the governing law and jurisdiction specified in the agreement and ensure compliance with them.
10. Serve notices correctly: Follow the guidelines for serving notices, including the acceptable methods and timelines.
11. Understand rights under contracts for third parties: Recognize that only connected persons have the right to enforce the terms of this agreement, subject to the specified conditions.
By following these steps, you can effectively use this Mutual Non-Disclosure Agreement (NDA) or Confidentiality Agreement for a Joint Venture and protect the confidentiality of the exchanged information.