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Intellectual Property NDA Template

This confidentiality agreement outlines the terms for sharing confidential information between two parties, referred to as the Recipient and the Discloser. The Recipient agrees to only use the information provided by the Discloser for the intended purpose, keep the information strictly confidential, and obtain written permission before sharing it with third parties. Intellectual property rights over the information remain with the Discloser. The agreement also specifies that any documentation or copies containing confidential information must be returned if the relationship between the parties ends and that disputes will be resolved in court.

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Pedro Kanzler
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13 views2 pages

Intellectual Property NDA Template

This confidentiality agreement outlines the terms for sharing confidential information between two parties, referred to as the Recipient and the Discloser. The Recipient agrees to only use the information provided by the Discloser for the intended purpose, keep the information strictly confidential, and obtain written permission before sharing it with third parties. Intellectual property rights over the information remain with the Discloser. The agreement also specifies that any documentation or copies containing confidential information must be returned if the relationship between the parties ends and that disputes will be resolved in court.

Uploaded by

Pedro Kanzler
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

Confidentiality agreement.

CONFIDENTIALITY AGREEMENT AND NON-DISCLOSURE OF INFORMATION,


ENTERED INTO ON THE ONE PART BY _________________________________, WHO
HEREIN WILL BE CALLED “THE RECIPIENT” REPRESENTED IN THIS ACT BY
_____________________________________ ON THE OTHER PART, THE COMPANY
_____________________________________, WHO HEREIN WILL BE CALLED “ THE
DISCLOSER” REPRESENTED IN THIS ACT BY
________________________________________, IN HIS CAPACITY AS LEGAL
REPRESENTATIVE, IN ACCORDANCE WITH THE FOLLOWING STATEMENTS
AND CLAUSES:
FIRST. - Object. This Agreement refers to the information that THE DISCLOSER provides
to the RECIPIENT, whether orally, graphically or in writing and, in the latter two cases, is
already contained in any type of document, to identify a proposal(s). ) ) of innovation, or,
where appropriate, to structure an innovation project(s) that are being developed / that are
going to be developed in relation to the ______________________________
SECOND. - 1. THE RECIPIENT only used the information provided by THE DISCLOSER
for the purpose mentioned in the previous Stipulation, THE RECIPIENT committing to
maintain the strictest confidentiality with respect to said information, advising its employees,
associates and other parties of said duty of confidentiality and secrecy. any person who, due
to their relationship with THE RECIPIENT, must have access to said information for the
correct fulfillment of the obligations of the RECIPIENT towards THE DISCLOSER. 2. THE
RECIPIENT or the persons mentioned in the previous paragraph may not reproduce, modify,
make public or disclose to third parties the information that is the subject of this Agreement
without prior written and express authorization from the DISCLOSER. 3. In the same way,
THE RECIPIENT will adopt the same security measures with respect to the information that
is the object of this Agreement that it would normally adopt with respect to the confidential
information of its own Company, preventing as far as possible its loss, theft or theft.
THIRD. - Without prejudice to the provisions of this Agreement, both parties accept that the
confidentiality obligation will not apply in the following cases: a) When the information is in
the public domain at the time it is supplied to the RECIPIENT or, once provided the
information, it enters the public domain without infringement of any of the Stipulations of
this Agreement. b) When the information was already in the knowledge of the RECIPIENT
prior to the signing of this Agreement and without obligation to keep confidentiality. c) When
current legislation or a court order requires its disclosure. In this case, THE RECIPIENT will
notify the DISCLOSER of such eventuality and will do everything possible to guarantee that
the information is treated confidentially.
QUARTER. - The intellectual property rights of the information object of this Agreement
belong to the DISCLOSER and the fact of disclosing it to the RECIPIENT for the purpose
mentioned in the First Stipulation will not change such situation. In the event that the
information is revealed or disclosed or used by THE RECIPIENT in any way other than the
purpose of this Agreement, whether intentionally or due to mere negligence, it shall
indemnify the DISCLOSER for the damages caused, without prejudice to the civil or criminal
actions that may correspond to the latter.
FIFTH. - The parties undertake to return any documentation, information provided in any
type of support and, where appropriate, the copies obtained from them, which constitute
information covered by the duty of confidentiality object of this Agreement in the event that
the relationship between the parties for any reason.
SIXTH. - This Agreement will enter into force at the time of signing it by both parties,
extending its validity until a period of _____________ after the end of the relationship
between the parties or, where appropriate, the provision of the service.
SEVENTH. - In the event of any conflict or discrepancy that may arise in relation to the
interpretation and/or compliance with this Agreement, the parties expressly submit to the
Courts and Tribunals of the Federal District, waiving their own jurisdiction, applying current
legislation. And as a sign of express agreement and acceptance of the terms contained in this
Agreement, it is signed by the parties in duplicate and for a single effect in the place and on
the date indicated at the beginning. BY THE RECIPIENT BY THE DISCLOSER THE
PRESENT SIGNATURES CORRESPOND TO THE CONFIDENTIALITY AGREEMENT
AND NON-DISCLOSURE OF INFORMATION ON TWO USEFUL SHEETS THAT
THEY CELEBRATE,

Common questions

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Signing in duplicate for a single effect implies that both THE RECIPIENT and THE DISCLOSER retain a legally valid copy of the agreement, ensuring mutual acknowledgment and responsibility. This formality confirms authenticity and equality in document retention, minimizing disputes over contractual content and commitments .

The parties must return any documentation and information provided in any format, as well as any copies, upon the termination of the relationship for any reason. This return is part of the duty of confidentiality under the agreement .

In case of a breach where the RECIPIENT discloses or uses the information contrary to the agreement, the RECIPIENT must indemnify THE DISCLOSER for any resulting damages. This indemnification is irrespective of any civil or criminal actions that THE DISCLOSER may take .

The RECIPIENT is obligated to use the information provided by THE DISCLOSER solely for the purpose specified in the agreement, maintain strict confidentiality, and inform employees, associates, and other relevant parties about their duty of confidentiality. The RECIPIENT cannot reproduce, modify, make public, or disclose the information to third parties without prior written authorization from THE DISCLOSER. Additionally, the RECIPIENT must adopt security measures to protect the information as they would their own confidential data .

The confidentiality obligations extend beyond the active contractual period, continuing for a specified duration after the end of the relationship between the parties, ensuring that obligations remain even after direct interactions end .

The RECIPIENT must inform any employees, associates, or other parties connected to them and with access to the confidential information about their confidentiality obligations, ensuring that all related parties are aware and compliant with the agreement .

The inclusion of a choice of jurisdiction clause is significant because it pre-determines the legal jurisdiction and venue where disputes will be resolved, facilitating clearer and quicker conflict resolution. This agreement specifies the Courts and Tribunals of the Federal District as the jurisdiction, with both parties waiving any other jurisdiction .

In cases of legal or regulatory requirements for disclosure, THE RECIPIENT must notify THE DISCLOSER of such events and must take all possible measures to ensure the information is kept confidential, demonstrating continued protection of THE DISCLOSER’s interests even under compulsory disclosure .

The agreement specifies that the intellectual property rights of the disclosed information belong to THE DISCLOSER. Disclosure of the information to the RECIPIENT does not alter these rights, and any unauthorized use by the RECIPIENT obliges them to indemnify THE DISCLOSER .

The confidentiality obligation does not apply when: (a) the information is public domain at the time it is supplied or becomes public without breach of the agreement; (b) the RECIPIENT was already aware of the information without an obligation of confidentiality prior to signing; and (c) disclosure is required by current legislation or court order, in which case the RECIPIENT must notify THE DISCLOSER and ensure the information is treated confidentially .

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