Sample NDA

FCC ID: RHK-WS1

Cover Letter(s)

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FCCID_4445641

                                   MUTUAL CONFIDENTIALITY

         This Agreement is made and entered           at least as protective of the disclosing party’s
into, as of __________, (“Effective Date”), by        rights as those terms and conditions applicable
and between ___________ (“Company”),                  to Recipient under this Agreement; provided that
having a principal place of business at ________      it is understood that barring a separate written
and __________, a(n) individual,                      agreement, access to Discloser’s Confidential
   partnership, limited liability partnership,        Information shall not restrict Recipient’s
   corporation, limited liability company             assignment of any employees or contractors or
(check the appropriate box), having a principal       restrict in any way Recipient’s product plans.
place of business at __________ (“Other Party”)       The Recipient will not make any copies of the
                                                      Confidential Information received from
         1.      Definitions. Company and             Discloser except as necessary for its employees
Other Party recognize that there is a need to         and contractors with a need to know to carry out
disclose to one another certain confidential          the Business Purpose. Any copies which are
information of each party for the purposes of         made will be identified as belonging to the
evaluating whether to enter into a business           disclosing party and marked “confidential” or
relationship, and if they do, in carrying out their   with a similar legend.
rights and obligations under that business
                                                               3.       Exclusions from Obligation of
relationship (the “Business Purpose”), and to
                                                      Confidentiality. The Recipient will not be liable
protect such confidential information from
                                                      for the use or disclosure of any Confidential
unauthorized use and disclosure. The term
                                                      Information which: (a) is now, or hereafter
“Confidential Information” shall mean any
                                                      becomes, through no act or failure to act on the
confidential, proprietary and trade secret
                                                      part of Recipient, generally known or available
information of the disclosing party which is (a)
                                                      to the public; (b) is rightfully acquired by
delivered in a tangible form that bears a
                                                      Recipient before receiving the information from
“confidential,” “proprietary,” “secret,” or similar
                                                      Discloser and without restriction as to use or
legend, and (b) discussions relating to such
                                                      disclosure; (c) is hereafter rightfully furnished to
information whether those discussions occur
                                                      Recipient by a third party, without restriction as
concurrent with, or following disclosure of the
                                                      to use or disclosure; (d) is independently
information.
                                                      developed by employees of Recipient without
          2.      Obligations of Receiving Party.     reference to Discloser’s Confidential
For two (2) years following initial disclosure of     Information; or (e) is generally made available
any Confidential Information, the receiving           to third parties by Discloser without restriction
party (“Recipient”) shall (a) hold the other          on disclosure. A disclosure by Recipient in
party’s (“Discloser”) Confidential Information        response to either a valid order by a court or
in confidence, (b) not disclose the Confidential      other governmental body, or as otherwise
Information to third parties, and (c) not use any     required by law, shall not be considered to be a
Confidential Information for any purpose except       breach of this Agreement; provided that
for the Business Purpose. The Recipient will          Recipient provided Discloser prompt prior
treat all of Discloser’s Confidential Information     written notice of the intended disclosure
with at least the same degree of care that it uses    sufficient to enable Discloser to seek a
to protect its own confidential and proprietary       protective order or otherwise prevent such
information, but no less than a reasonable degree     disclosure, and provided further that Recipient
of care under the circumstances. The Recipient        provides all cooperation to Discloser at
may disclose the Confidential Information to its      Discloser’s request and expense to prevent such
employees and contractors with a bona fide need       disclosure.
to know in order to fulfill the Business Purpose,
and who have signed a nondisclosure agreement


         4.      No Obligation of Disclosure.       Discloser shall be entitled to injunctive relief
Neither party has any obligation to disclose        and/or a decree for specific performance, and
Confidential Information to the other. Either       such other relief as may be proper (including
party may, at any time: (a) cease giving            monetary damages if appropriate).
Confidential Information to the other party
                                                             9.       General. Neither party will
without any liability, and/or (b) request in
                                                    assign or transfer any rights or obligations under
writing the return of all or part of its
                                                    this Agreement without the prior written consent
Confidential Information previously disclosed,
                                                    of the other party, and any attempted assignment
and all copies thereof, and Recipient shall
                                                    or transfer without such prior written consent
promptly comply with such request. Recipient
                                                    shall be null and void. If any provision of this
shall provide Discloser written certification of
                                                    Agreement is held by a court of law to be illegal,
Recipient’s compliance with Recipient’s
                                                    invalid or unenforceable that provision shall be
obligations under this Section within thirty (30)
                                                    deemed amended to achieve an economic effect
days of such request.
                                                    that is as near as possible to that provided by the
                                                    original provision. This Agreement will be
        5.       Termination. Either party may
                                                    governed by the laws of the State of California
terminate this Agreement at any time without
                                                    without reference to conflict of laws principles.
cause upon written notice to the other party and
                                                    Each of the parties irrevocably consents to the
Recipient’s rights to use or disclose any of
                                                    exclusive personal jurisdiction of the federal and
Discloser’s Confidential Information shall
                                                    state courts located in California, as applicable,
terminate; provided that each party’s obligations
                                                    for any matter arising out of or relating to this
with respect to Confidential Information
                                                    Agreement. Recipient will obtain any licenses
disclosed during the term of this Agreement will
                                                    or approvals the U.S. government or any agency
survive any termination or expiration of this
                                                    thereof requires prior to exporting, directly or
Agreement.
                                                    indirectly, any technical data acquired from
         6.       Ownership. All Confidential       Discloser pursuant to this Agreement or any
Information of each party, as Discloser, shall      product utilizing any such data. This Agreement
remain the property of such party and no license    constitutes the entire agreement with respect to
or other rights to such party’s Confidential        the Confidential Information disclosed
Information is granted or implied hereby.           hereunder and supersedes any and all prior or
        7.      Warranty. All Confidential          contemporaneous oral or written agreements,
Information is provided “AS IS” and without         negotiations, communications, understandings
any warranty, express, implied or otherwise,        and terms, whether express or implied regarding
regarding such Confidential Information’s           the Confidential Information. No subsequent
completeness, accuracy or performance.              alteration, waiver, amendment, change or
                                                    addition to this Agreement (“Amendment”) will
         8.     Injunctive Relief. A breach by      be binding and valid unless in writing and
Recipient of any of the promises or agreements      signed by the parties, and then such Amendment
contained herein may result in irreparable and      shall be effective only in the specific instance
continuing damage to Discloser for which there      and for the specific purpose stated.
will be no adequate remedy at law, and


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.

 “Company”                                           “Other Party”

 ____________________________________                _______________________________________


 By:                                                 By:

 Name:                                               Name:

 Title:                                              Title:



Document Created: 2019-09-09 09:14:45
Document Modified: 2019-09-09 09:14:45

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