Non-Disclosure Agreement
This Non-Disclosure
Agreement (the “Agreement”) is made this day of
________________________________,20___________________, between
___________________________________________________________________________ ,
(the “Participant”) and SSDC, Inc. (the “Company”).
The Participant and the Company intend to engage in discussions, during the course of which the Participant may create, have access to or receive information from the Company, including, but not limited to, information relating to products or administrative, marketing, financial or manufacturing activities of the Company. All such information, including any materials embodying such information, whether created or disclosed orally or otherwise, shall be considered by the Participant as proprietary and confidential (the “Proprietary Information”).
As consideration for having access to or receiving any Proprietary Information, the Participant agrees to protect the confidentiality of the Proprietary Information, and shall not disclose or disseminate, or permit any employee or associate to disclose or disseminate, the Proprietary Information to any third party without the Company’s prior written consent. Should the Participant be a corporation, it shall be permitted to disclose Proprietary Information only to a limited group of Participant’s employees on an “as needed” basis to further the goals of the business discussions between the two companies. In no event shall the Participant us the Proprietary Information for its own benefit or the benefit of any third party. The paragraph (2) shall not apply to any information that the Participant can establish to have: (i) become publicly known through no action on the Participant’s part, or (ii) been known by the Participant prior to receipt from the Company.
Upon termination of any business discussion or relationship between the Participant and the Company, or at the Company’s request, the Participant shall deliver all files, documents, and other media (and all copies and reproductions of any of the foregoing) in its possession or control that contains or pertains to Proprietary Information.
The Participant agrees not to employ or solicit for employment, directly or indirectly, any of the Company’s employees during the period of any business discussions or relationship with the Company and for a period of six months thereafter.
This Agreement constitutes the entire agreement and understanding between the parties and integrates all prior discussions between them related to the subject matter hereof. No amendment to this Agreement shall be valid unless it is in writing and signed by both parties. This Agreement shall be binding upon the respective heirs, successors and assigns of the parties hereto. No delay or omission by either party in exercising any right under this Agreement shall operate as a waiver of that or any other right. This Agreement is governed by the laws of New York. In the event that any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration or area of application, or all of them, so that such term or provision is not overly broad, and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid any other provision of this Agreement. The termination of any discussions, relationship, understanding or agreement between the parties for whatever reason shall not relieve the Participant from its obligations hereunder.
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SSDC,
Inc. |
The Participant
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The Company |
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Signed |
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Signed
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Email |
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Copyright
© 2000 SSDC, Inc. All Rights Reserved.