Non Circumvention Non Disclosure Agreement Sample

7. Subpoena or court order. Attorneys` fees are often overlooked in poorly formulated contracts. Without them, the winning parties are responsible for their own attorneys` fees, which is likely to be a significant financial burden and therefore a deterrent to enforce their rights granted herein. Once this Agreement has been signed by all parties, the infringing party is required to pay penalties equal to the amount the disclosing party would have received if the contract had not been breached, and in some cases even more. A non-circumvention agreement should contain provisions that (i) require amendments (amendments) to the agreement that must be made in writing and signed by both parties, (ii) specify the laws of the state that govern and interpret disputes between the parties with respect to matters covered by the agreement, and (iii) prohibit the parties from assigning their obligations under the agreement to third parties. In general, the laws of the State governing the agreement should be the State of the disclosing party or recipient. The Recipient acknowledges and agrees that confidential information will be provided “AS IS”. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE DISCLOSING PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES RELATED TO OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PART OF THE CONFIDENTIAL INFORMATION. The disclosing party does not represent or warrant that the products or business plans disclosed to the recipient will be disclosed, marketed or executed. Any action taken by the recipient in response to the disclosure of confidential information is taken solely at the recipient`s own risk.

This Agreement sets forth the parties` overall understanding of confidentiality. All amendments must be made in writing and signed by both parties. This Agreement shall be construed in accordance with the laws of the State [Insert Location]. This Agreement is not assignable by either party. Neither party may delegate its obligations under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and shall be construed in such a way as to best achieve the original intent and purpose of this Agreement. All obligations contained in this Agreement are mutual and reciprocal. This Agreement is binding on the parties, their subsidiaries, agents, brokers, departments, employees, heirs, affiliates, assigns or agents. In the event of a breach of this Agreement, the Recipient shall pay a fine equal to the commission or fees that the Disclosing Party should have incurred in such transaction.

Fees or commissions may vary for each business transaction that takes place under this Agreement. 16. Entire Agreement, Modification. This Agreement (i) constitutes the entire agreement and understanding of the parties with respect to the matters contained herein and (ii) may only be amended, modified or terminated by a separate letter expressly signed by the recipient and the disclosing party with respect to such amendment, modification or waiver of this Agreement. Example: Part A is a designer of luxury clothing and designs some clothing for a number of retailers and department stores. Party B is a luxury clothing manufacturer. Party A has entered into a contract with Party B for the production of luxury clothing in large quantities in accordance with the design specifications of Part A and its direct delivery to boutiques and department stores (Part C). To ensure that Party B does not directly bind Party C and attract Party C with a fee agreement lower than what Party A currently requires, a non-circumvention agreement is required. Part A should encourage Part B and Part C to each sign a separate non-circumvention agreement to ensure that Part A is adequately protected.

3. Confidentiality of Confidential Information. The recipient may use the confidential information only for the purpose of evaluating the potential transaction. The recipient undertakes to keep confidential information confidential for a period of three (3) years from the date of execution. The recipient must do its best to keep confidential information confidential and must not disclose any of the confidential information to any other person, provided however that the recipient can disclose confidential information to the recipient`s representatives, who must know this information for the purpose of evaluating the potential transaction and agree to keep this information confidential. The recipient will not disclose such confidential information or allow any unavoidable disclosure, and the recipient is solely and directly responsible for all persons who receive confidential information through or through the recipient or the recipient`s representatives. The recipient may not otherwise allow such confidential information to be available or accessible, stored electronically or otherwise, published, distributed, transmitted or disclosed in any way to third parties. Without limiting these obligations, all Confidential Information will be protected with the utmost care to avoid disclosure and, to the extent possible, shall be kept error-free and virus-free.

The Recipient shall not allow or permit such Confidential Information to be knowingly or negligently misappropriated or used (directly or indirectly, through independent research, reverse engineering, decompilation or otherwise) by the Recipient or the Recipient`s representatives for their own benefit or for the benefit of others, except in connection with conversations and meetings between the Disclosing Party and the Recipient and agreements or of actions, resulting from or related to it. This confidentiality agreement and non-circumvention agreement are appropriate if both parties are considering a potential transaction and only one party discloses confidential information. .