This is an NDA between two technology companiess
MUTUAL NONDISCLOSURE AGREEMENT
This is an Agreement between
The parties wish to disclose certain confidential information to each other and to make that disclosure subject to this Agreement.
1. ”Recipient” means the party who receives Confidential Information from the other party. “Owner” means the party who provides its Confidential Information to Recipient.
(a) includes either party's business processes and contacts, technology solutions and strategies and all information concerning the operation of either party's technology solutions, including the algorithms, processes, internal structure, user interface and methods employed, and all business information of either party designated as confidential or which would be regarded by law as confidential; and
(b) shall not include information that (i) is or becomes generally known to the public through no act or omission of Recipient; (ii) is in the possession of Recipient without restriction at the time of communication to Recipient; (iii) is obvious or has been lawfully disclosed to Recipient by a third party without restriction on Recipient; or (iv) is independently developed by Recipient by persons without access to the Confidential Information.
2. Recipient agrees to use Owner’s Confidential Information solely in support of the business relationship between the parties. Recipient shall not disclose or make available Owner’s Confidential Information to third parties. Recipient shall treat the Owner’s Confidential Information with at least the degree of care and protection as Recipient treats its own confidential information, but in no event with less than reasonable care. If Recipient is required to disclose Confidential Information by law, regulation or court order, Recipient will notify Owner promptly of the requirement, and will work with Owner to attempt to minimize the scope of required disclosure.
3. All copies of, and all rights in the Confidential Information are and will remain the property of Owner. Nothing herein grants Recipient any right in Owner’s Confidential Information. Recipient shall not, without the prior written consent of Owner: modify or create derivative works from the Confidential Information, reverse engineer or decompile any technology solution included in the Confidential Information, nor use it for the purpose of developing technology solutions based on concepts, functions, or operations like those disclosed in Confidential Information. Recipient may make copies of Confidential Information only as necessary for the uses permitted herein. Recipient shall duplicate on any copy of Confidential Information all confidentiality and proprietary rights notices found on Confidential Information.
4. Either party may terminate this Agreement at any time by written notice to the other party. Within ten days of receipt of termination notice, Recipient shall return to Owner all documents containing Confidential Information or shall provide a written certification by an officer of Recipient that all such documents have been destroyed. Recipient’s obligations relating to protection of the Confidential Information will continue for two years after any termination of this Agreement for as long as the information remains Confidential Information.
5. The failure of either party to enforce or to require performance by the other party of any of the provisions of this Agreement shall not be construed to be a present or future waiver of such provisions, nor affect the ability of either party to enforce each provision later. The waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
6. This Agreement is the entire understanding and agreement with respect to the Confidential Information and supersedes all prior negotiations, commitments and understandings, verbal or written. No amendment of this Agreement is effective unless it is in writing and signed by the duly authorized representatives.
7. This agreement is to be governed by and construed in accordance with the laws of Australia.
8. In the event of any dispute arising out of or in relation to this contract, either party shall invite the other party to commence negotiations to resolve the dispute. Any invitation to negotiate shall be issued in writing, in the usual manner in which the parties communicate in writing.
9. If the parties do not reach a settlement within 7 days of one party having invited the other in writing to negotiate, any dispute arising out of or in connection with this contract shall be exclusively and finally resolved by arbitration in accordance with the DELOS Rules of Arbitration in force on the date of commencement of the arbitration.
10. The seat, or legal place, of arbitration shall be Australia, but the parties agree to hold hearings and/or meetings (if any) in any suitable location and/or by any suitable means of simultaneous communication. The language of arbitration is to be English. The arbitration tribunal shall consist of a sole arbitrator appointed in accordance with the DELOS Rules of Arbitration.
11. By submitting their dispute to arbitration under the DELOS Rules of Arbitration, the parties agree to comply with any award without delay and waive their right to any form of recourse insofar as such waiver can validly be made.
12. The parties agree to keep confidential the existence and contents of the arbitration and the written and oral pleadings and all documents produced for or arising from the arbitration, save as may be required by legal duty or to protect or pursue a legal right.