Mutual Non-Disclosure Agreement
This mutual non-disclosure agreement (“Agreement”) is made between Courier, Inc. d/b/a Human Agency (“Company”), a Delaware Corporation, and [Name] (“Individual”). Company and Individual shall hereinafter collectively be referred to as the “Parties” and individually as the “Party”.
The Parties wish to explore a business relationship in connection with which each may disclose its Confidential Information to the other (the “Relationship”). In order to further the Relationship, and in order for the Parties to share or receive information under terms that will protect the confidential and proprietary nature of such information, the Parties desire to enter into this Agreement.
2. Definition of Confidential Information
a. “Confidential Information” means any information, technical data or know-how (either oral, written, or digital), provided or prepared by either Party to the other Party (including either Party’s directors, officers, employees, agents, clients, service partners or representatives) or obtained by either Party from the other (including either Party’s directors, officers, employees, agents, or representatives of the other) including but not limited to, information, business ideas, technical data, or know-how that relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the disclosing Party.
b. Confidential Information does not include information, technical data, or know-how which:
i. Is in the possession of the receiving Party at the time of disclosure as shown by the receiving Party’s files and records immediately prior to the time of disclosure; or,
ii. Prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any improper inaction or action of the receiving Party; or,
iii. Is expressly approved by the disclosing Party, in writing, for release; or,
iv. Comes into the possession of the receiving Party from a third party that was not, to the recipient’s knowledge, subject to any confidentiality restriction.
3. Non-Disclosure of Confidential Information.
Each Party hereby agrees not to use or disclose any Confidential Information provided to it by or obtained by it from the other Party for any reason including its own use of for any purpose except to carry out discussions concerning, and the undertaking of, the Relationship. Neither Party will, except as required by law or court order, disclose any Confidential Information of the other Party to unrelated third parties or to employees, agents or professional advisors of the Party receiving Confidential Information, except employees, agents or professional advisors who are required to have the information in order to carry out the discussions in connection with and regarding the undertaking of the Relationship. Each Party will have or has had employees or subcontractors to whom Confidential Information of the other Party is disclosed or who have access to Confidential Information of the disclosing Party sign a nondisclosure or similar agreement in content substantially similar to this Agreement. Each Party agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the highest degree of care that the receiving Party utilizes to protect its own Confidential Information of a similar nature. Each Party agrees to notify the other in writing of any misuse or misappropriation of Confidential Information of the disclosing Party of which it becomes aware immediately after such misuse or misappropriation.
Each Party hereby covenants and agrees not to use or disclose Confidential Information, directly or indirectly, on its own behalf for its own benefit or together with, through, or on behalf of any other person, partnership, corporation, trust, association, or other entity, exclusive of the other Party (i) call upon, solicit, contract with, or accept customers from time to time of the other Party, or any affiliated company of the other Party existing on this date, for the purpose of providing products or services that utilize or are derived from the other Party’s Confidential Information; (ii) induce any employee, subcontractor or agent of the other Party or an affiliated company thereof to terminate that employment or agency and seek or accept employment or agency elsewhere, provided, however, that the Parties shall not be restricted in any general solicitation for employees or public advertising of employment opportunities not specifically directed at any such persons and provided further that the Parties shall not be restricted in hiring any such person who responds to any such general solicitation or public advertisement; (iii) induce or attempt to induce any customer of the other Party or an affiliated company thereof to terminate or cancel that relationship; or (iv) induce or attempt to induce any supplier of products to the other Party or an affiliated company thereof to individually curtail or cease doing business with Company or any affiliated company thereof.
5. Return of Materials.
Any materials or documents which have been furnished by one Party to the other in connection with the Relationship will be promptly returned by the receiving Party, accompanied by all copies of such documentation, within ten (10) days after:
a. The Relationship has been terminated; or
b. The written request of the disclosing Party.
c. It is understood that information in an intangible or electronic format cannot be removed, erased, or otherwise deleted from archival systems (also known as “computer or system back-ups”) but that such information will continue to be protected under the confidentiality requirements contained in this Agreement. Notwithstanding anything to the contrary contained herein, the receiving Party may retain an archival copy of any document for its permanent records to the extent required by applicable law or regulation or the receiving Party’s document retention policy.
6. Patent or Copyright Infringement.
Nothing in this Agreement is intended to grant any rights under any patent or copyright of either Party, nor shall this Agreement grant either Party any rights in or to the other Party’s Confidential Information, except the limited right to review such Confidential Information in connection with the proposed Relationship between the Parties. Further, the Parties agree not to reverse engineer, attempt to reverse engineer, decompile, or disassemble any computer software programs or devices supplied by the other Party.
7. Term.The foregoing commitments of each Party shall survive any termination of the Relationship between the Parties, and shall continue for a period terminating on the later to occur of:
a. Five (5) years following the date of this agreement; or,
b. With respect to any particular item of Confidential Information, for so long as such information shall remain Confidential Information under applicable law.
This Agreement shall be binding upon and for the benefit of the undersigned Parties, their successors and assigns, provided that Confidential Information of the disclosing Party may not be assigned without the prior written consent of the disclosing Party, whose consent shall not be unreasonably withheld or delayed. Failure to enforce any provision of this Agreement by a Party shall not constitute a waiver of any term hereof by such Party.
9. Governing Law.
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Delaware without consideration of its conflicts of laws provisions, and shall be binding upon the Parties to this Agreement in the United States and worldwide.
Each Party agrees that its obligations provided in this Agreement are necessary and reasonable in order to protect the disclosing Party and its business, and each Party expressly agrees that monetary damages would be inadequate to compensate the disclosing Party for any breach by the receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing Party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving Party, without the necessity of proving actual damages.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date the Individual electronically accepted via the Formli form found at [URL] (the “Effective Date”).