A non-disclosure agreement as the term suggests provides protection from disclosure of confidential information. Such confidential information may include any intellectual property, marketing strategy, relay disclosures, software, source codes, verbal disclosures etc. There is no hard and fast rule when a non-disclosure agreement is executed. Alternatively, it can be executed between an employer and employee, client and service provider or between two service providers who may share confidential data between themselves. Hereunder are examples of the kind of language that is typically included in a formal non-disclosure agreement:
- Non-disclosure agreement between client and service provider:
“The Receiving Party understands and agrees that it may have access to certain confidential information of the Disclosing Party. For the purpose of this Agreement, “Confidential Information” means, any intellectual property, marketing strategy relay disclosures, software, source codes, verbal disclosures. Confidential Information shall also mean any email, written or digital disclosure pertaining to the Disclosing Party including all business development, financial, technical, and other information marked or designated by such Party as “confidential” or “proprietary”, and ensuring that all business deals / transactions concerning business interests of the Disclosing Party and its clients should not be disclosed or divulged in any manner whatsoever against the interests of the Disclosing Party. Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential, including technical, marketing, intellectual property, business / client development information, sales, operating, performance, cost, know-how, business plans, business methods, farm harvesting, procurement of raw material, storage or warehousing solutions, food processing, business ideas and product / process information disclosed by the Disclosing Party. The Receiving Party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it, except when expressly permitted in writing to do so. Receiving Party also agrees that it will take reasonable measures to maintain the confidentiality of all Confidential Information of the Disclosing Party in its possession or control. The Receiving Party agrees that unless required by law, it shall not make Confidential Information available in any form to any third party or to use Confidential Information for any purpose other than the implementation of this Agreement. Receiving Party also agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed to employees, representatives or agents in violation of the terms of this Agreement.”
- Non-disclosure agreement between and employee and employer:
“Employee shall not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to the business of Employer, including but not limited to any of its customers, the prices it obtains or has obtained from the sale of, or at which it sells or has sold, its products, or any other information concerning the business of Employer, its manner of operation, its plans, processes, or other data without regard to whether all of the above-stated matters will be deemed confidential, material, or important, Employer and Employee specifically and expressly stipulating that as between them, such matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of Employer, and Employer’s goodwill, and that any breach of the terms of this clause shall be a material breach of this Agreement.”
The above are general examples of a non-disclosure agreement, the manner in which they can be executed and various situations when they can be executed. For a non-disclosure template, both between an employee and employer as well as client and service provider you can log on to our site Hr Policies Here you will find legally correct HR documents that you can use for your organization.