Non-Disclosure Agreement

THIS AGREEMENT made as of the _____ day of _______________, __(year)__ is entered into by and BETWEEN ______________________________ (hereinafter referred to as the “Customer”)

______________________________ (Address)

______________________________

AND ______________________________ (hereinafter referred to as the “Vendor”)

______________________________ (Address)

______________________________

RECITALS

1. Customer is active in the business of __(manufacturing type product/briefly explain service type of business/etc.)__.
2. Customer and Vendor desire to enter into a discussion and possible business relationship as follows: (briefly describe the relationship that the Customer may possibly contract from the Vendor). Vendor will become privy to confidential information, proprietary information, and trade secrets during investigation into Customer’s business to determine the type of services Vendor will perform for Customer.
3. Customer has determined that the distribution by Vendor of any such confidential information, proprietary information, and/or trade secrets, to any third party persons not directly associated with Customer, or those persons associated with Customer who are not entitled to receive such information or trade secrets, is harmful and damaging to the interests of Customer.

In consideration of the matters described above, and promises as set forth in this agreement, the parties agree as follows:

1. DURATION
   1. Term of the Agreement – The term of this Agreement is to remain in effect indefinitely, or until released in writing by Customer.
2. NON-DISCLOSURE OF INFORMATION CONCERNING THE BUSINESS
   1. Non-Disclosure Agreement – Vendor shall not at any time directly or indirectly divulge, disclose or communicate to any prohibited person or entity, in any manner whatsoever, any confidential information and/or Trade Secrets concerning the matters affecting or relating to the business of the Customer, without written consent of Customer.
3. DEFINITIONS
   1. Confidential Information - Confidential and proprietary information and material that affect the successful conduct of the Customer’s business and its goodwill and reputation, including but not limited to the names of any customers, marketing methods and related data, costs of materials, lists, or any other confidential financial information of, or about, or concerning the business of the Customer, its manner of operation or other confidential data of any kind, nature or description.
   2. Trade Secrets - The information to be treated as a “Trade” secret shall include all confidential material derived from, obtained from, or relating to Customer’s business plan and marketing plans for the future, __(internal manufacturing secrets to create Customer’s products)__, and Customer’s vendor and supplier lists.
   3. Prohibited Persons or Entities: Any person or entity a) not directly associated with Customer, b) associated with Customer but is not entitled to receive such information or trade secrets, c) the general public, and d) any persons entities in competition with Customer.
4. ENFORCEMENT AND SURVIVAL
   1. Injunctive Relief – The parties recognize that a breach by Vendor of this Agreement would result in damages to Customer and that Customer will initiate remedies to be adequately compensated for such damages by Vendor. Remedies available to the Customer which would therefore be necessary and appropriate in the circumstances includes, but is not limited to; monetary award, restraining order, decree, interim, interlocutory and permanent injunction.
   2. Necessary Restrictions - The parties agree that all restrictions contained in this Agreement are necessary and fundamental to the protection of Customer’s business and are reasonable and valid, and all defenses to the strict enforcement of this Agreement by the Customer are waived by the Vendor.
5. NOTICE
6. All notices, requests, demands or other communication required to be given under the terms of the Agreement shall be made in writing and shall be deemed to have been duly given, if delivered personally, given by prepaid telegram or mailed first class, postage prepaid or by registered mail to the addresses as previously listed in this Agreement.

• MISCELLANEOUS
  1. Non-Waiver – It is agreed by the parties that no failure or delay by the Customer in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise thereof precluded any other or future exercise of any right power or privilege under this Agreement.
  2. Amendment – This Agreement may be modified only by and to the extent of the written agreement of Customer and Vendor.
  3. Entire Agreement – This Agreement contains the entire agreement of the parties hereto and supersedes a prior oral or written agreement between them relating to the subject matter contained therein.
  4. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the __(State/Province)__ of __(Name of State/Province)__ and if any legal action is required to enforce any terms of this Agreement, the Courts in the __(State/Province)__ of __(Name of State/Province)__ shall have sole jurisdiction for the bringing of such action.
  5. Sever ability - If any term, provision or covenant of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
  6. Counterparts – This Agreement may be executed in one or more counterparts which, taken together, shall constitute on agreement.
  7. Legal Fees and Disbursements – If any legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs of suit and reasonable legal fees and disbursements as determined by the Court.
  8. Time – Time shall be of the essence of this Agreement.

IN WITNESS WHEREOF Customer and Vendor have executed this Agreement this ____day of ________________, __(year)__.

__________________________________ ______________________________

(The “Customer”) (The “Vendor”)

SIGNED AND DELIVERED )

In the presence of: )

)

__________________________ )

(Witness)