Non Disclosure Agreement Template

This Non Disclosure Agreement (NDA) is made between the service provider, “Provider”, and the client using their services, “Client”.

The purpose of the agreement between the “Provider” and the “Client” is to provide professional services to the “Client”, via servectory.com, in respect to a particular service request initiated by the “Client”.

This NDA enables the “Provider” to guarantee to the “Client” the non disclosure of shared by them information that might carry sensitive, or personal character, or might be related to their projects, that the "Client" would want to keep confidential.

The “Provider” and the “Client” may enter a time based agreement, hourly compensation agreement, fixed/custom amount agreement, or pre-set service packages for a fixed price and delivered within fixed time frame agreement, where the “Client” is to provide the “Provider”, orally or in writing, information subject to the terms of their agreement.

DISCLOSURE

⇒ In this agreement, Confidential Information means all confidential or proprietary information (however recorded or preserved) relating to the Purpose that is disclosed or made available whether before or after the date of this agreement (in any form or medium), directly or indirectly, by the “Client” to the “Provider”.

⇒ In consideration of the “Client” agreeing to disclose Confidential Information to the “Provider”, the “Provider” guaranties to the “Client” to:

(a) keep the Confidential Information secret and confidential;               

(b) not use or exploit the Confidential Information in any way, except for, or in connection with, the purpose of their agreement;

(c) only make disclosure of the Confidential Information in accordance with paragraph the stipulations stated in this agreement. Any other disclosure can only be made with the prior written consent of the “Client”.

⇒ The “Provider” may disclose the Confidential Information to any of its officers, and employees, advisers, subcontractors and contractors that need to know the relevant Confidential Information for the purpose of their agreement only, provided that:

(a) the “Provider” ensures that each such person to whom the Confidential Information is disclosed to complies with the obligations set out in this agreement as if they were the “Provider”;

b) ensures that any such person to whom disclosure is made enters into a confidentiality agreement with the “Provider” on terms equivalent to those contained in this agreement.

⇒ The “Provider” may disclose the Confidential Information to the minimum extent required by:

(a) any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction;

(b) the rules of any listing authority or stock exchange on which the shares of the “Provider” are listed;

(c) the laws or regulations of any country to which the affairs conducted by the “Provider” are subject.

LIMITATIONS ON OBLIGATIONS

The obligations set out in the previous paragraph shall not apply, or shall cease to apply, to Confidential Information which the “Provider” can show to the reasonable satisfaction of the “Client”:

⇒ that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the “Provider” in breach of this agreement;

⇒ or the disclosed information in question was already lawfully known or available to the “Provider” before it was disclosed by the “Client”;..; 

⇒ has been received by the “Provider” from a third party source that is not connected with the “Client” and that such source was not under any obligation of confidence in respect of that information.

RETURN OF THE CONFIDENTIAL INFORMATION

⇒ If requested by the “Client” at any time, the “Provider” shall immediately return to the “Client” all documents and other records of the Confidential Information or any of it in any form that have been supplied by the “Client” to, and is held or stored by the “Provider”.

⇒ If the Confidential Information is stored in electronic form, the “Provider” shall permanently erase all such Confidential Information from its computer and all communications systems and devices used by them.

⇒ The “Client” may request the “Provider” to certify in writing that it has complied with any of the obligations according to this NDA.

TERM AND TERMINATION

⇒ Notwithstanding the termination of the purpose of their agreement, the obligations of the “Provider” shall continue for a period of five years from the termination of this agreement. 

⇒ The termination of this agreement should not affect any accrued rights or remedies to which either party is entitled. 

ACKNOWLEDGEMENT AND INADEQUACY OF DAMAGES

The “Provider” acknowledges and agrees that:

⇒ the Confidential Information may not be accurate or complete and the “Client” makes no warranty or representation (whether expressed or implied) concerning the Confidential Information, or its accuracy or completeness;

⇒ damages alone would not be an adequate remedy for any breach of the terms of this agreement by the “Provider”. Accordingly, the “Client” shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.

GOVERNING LAW AND JURISDICTION

⇒ This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation should be governed by and construed in accordance with the law of the country, or legal jurisdiction, of which both the “Provider” and the “Client” are residents, or if they are residents of two different countries, or legal jurisdictions, they may apply either one of them according to their choice and circumstance.

⇒ Each party irrevocably agrees that the courts of the country, or countries, of their residence should have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

⇒ This non-disclosure agreement relates to the exchange of information in connection with the service agreement made between the “Client” and the “Provider”