Quick one-way (disclosing party-to-recipient) NDA for demoing software.
This Mutual Nondisclosure Agreement (the “Agreement”), dated as of Date ("Effective Date") by and between Disclosing Party, a State of Incorporation /disclosing party Entity Type ("the Disclosing Party"), Party #1 receiving info, a State of party #1 Entity for #1, and Party #2 receiving info, a State of party #2 Entity for #2 ("the Recipients”) (collectively, "the Parties").
Purpose for Disclosure (“Business Purpose”): The Disclosing Party will be performing a backend - behind the scene and otherwise restricted software demonstration of Name of Software #1 (URL #1 if applicable) and Name of Software #2 (URL #2 if applicable) with access to development, research, operations, marketing, transactions, permitting, compliance, discoveries, methods, processes, materials, algorithms, specifications, designs, drawings, data, strategies, plans, prospects, customers, know-how and ideas whether tangible or intangible for the purpose of exploring a business relationship with the Recipients.
The term “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Disclosure to Recipients, all financial, business, legal and technical information of Disclosure or any of its affiliates, suppliers, customers and employees (including information about development, research, operations, marketing, transactions, permitting, compliance, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, customers, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Proprietary Information shall not include any information that (a) was rightfully known to Recipients without restriction before receipt from Disclosure, (b) is rightfully disclosed to Recipients without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by Recipients or (d) is independently developed by Recipients or its employees without access to or reliance on such information. Disclosure represents and warrants to Recipients that it is authorized to disclose any and all Proprietary Information made available to Recipients under this Agreement.
The Parties hereby agree as follows:
1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, code base, UI/UX, software development, technical, developmental, marketing, sales, operating, performance, cost, know-how, business plans, business methods, and process information, disclosed to the Recipients. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation.
2. All Confidential Information disclosed to the Recipients will be used solely for the Business Purpose and for no other purpose whatsoever. The Recipients agree to keep the Disclosing Party’s Confidential Information confidential and to protect the confidentiality of such Confidential Information with the same degree of care with which it protects the confidentiality of its own confidential information, but in no event with less than a reasonable degree of care. Recipients may disclose Confidential Information only to its employees, agents, consultants and contractors on a need-to-know basis, and only if such employees, agents, consultants and contractors have executed appropriate written agreements with Recipients sufficient to enable Recipients to enforce all the provisions of this Agreement. Recipients shall not make any copies of Disclosing Party’s Confidential Information except as needed for the Business Purpose. At the request of Disclosing Party, Recipients shall return to Disclosing Party all Confidential Information of Disclosing Party (including any copies thereof) or certify the destruction thereof.
3. All right title and interest in and to the Confidential Information shall remain with Disclosing Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipients under any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
4. The obligations and limitations set forth herein regarding Confidential Information shall not apply to information which is: (a) at any time in the public domain, other than by a breach on the part of the Recipients; or (b) at any time rightfully received from a third party which had the right to and transmits it to the Recipients without any obligation of confidentiality.
5. In the event that the Recipients shall breach this Agreement, or in the event that a breach appears to be imminent, the Disclosing Party shall be entitled to all legal and equitable remedies afforded it by law, and in addition may recover all reasonable costs and attorneys' fees incurred in seeking such remedies. If the Confidential Information is sought by any third party, including by way of subpoena or other court process, the Recipients shall inform the Disclosing Party of the request in sufficient time to permit the Disclosing Party to object to and, if necessary, seek court intervention to prevent the disclosure.
6. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of the State of Entity Sharing. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.