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THIS AGREEMENT is dated 200[ ] and made
(1) [Name and address]…………………… (“Owner”) and
(2) [Name and address]…………………… (“Recipient”)
(A) Owner possesses certain Proprietary Information which Owner is willing to
disclose to Recipient on the terms set out below
(B) Recipient is willing to accept the Proprietary Information on those terms and
to use the Proprietary Information only for the purpose of……………….. (“the
Permitted Purpose”).
1. “Confidential Information” means any and all information whether
commercial or technical relating to the business of Owner, including without
limitation, know-how, data, processes, designs, photographs, drawings, specifications,
software programs, and samples, which is marked with an indicator such as
“Confidential” or “Proprietary”, but excluding information which:
1.1 is or comes into the public domain otherwise than by disclosure or
default by the Recipient;
1.2 was or is lawfully obtained or available from a third party who was
lawfully in possession of the same and free to disclose it; or
1.3 was already known to the Recipient as evidenced by written record
pre-dating such disclosure.
2. In consideration of Owner disclosing Proprietary Information, the Recipient
hereby undertakes for a period of [five] years from the date of this Agreement
2.1 to keep confidential all Proprietary Information that it may acquire in
any manner;
2.2 to use such Proprietary Information exclusively for the Permitted
Purpose and not to use the Proprietary Information for the Recipient’s own
purposes or benefit;
2.3 not to disclose such Proprietary Information to anybody, except to
authorised employees or other agents of the Recipient who need to have access
to the Proprietary Information for the purpose of carrying out their duties in
connection with the Permitted Purpose ;
Standard Model Non Disclosure Agreement Form Doc
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