Non-Disclosure Agreement Template
Non-Disclosure Agreement Template
Amendments to the Agreement are only permitted in writing and must be signed by both parties involved. This ensures that any change is mutually agreed upon and documented .
The integration clause states that the agreement supersedes all prior proposals, agreements, representations, and understandings, meaning that it is the complete understanding and negates any prior agreements unless amended in writing by both parties .
The Agreement is governed by the laws of Zambia, which may influence interpretation and enforcement based on specific legal principles and precedents established in that jurisdiction .
The Receiving Party is exempt if the information is publicly known at the time of disclosure, is subsequently publicly known through no fault of Receiving Party, was independently discovered or created before disclosure, was learned through legitimate means other than from the Disclosing Party, or is disclosed with the Disclosing Party’s written approval .
The Receiving Party is required to hold the Confidential Information in strictest confidence, restrict access to necessary parties who must sign similar nondisclosure agreements, not disclose or use the information for their benefit, and return all materials upon request by the Disclosing Party .
If any provision of the agreement is found invalid or unenforceable, the remainder of the agreement should be interpreted to best achieve the intent of the parties, ensuring continued enforceability of the rest of the agreement .
The obligation lasts until the Confidential Information no longer qualifies as a trade secret or until the Disclosing Party provides a written release from the agreement .
An employee can disclose a trade secret in confidence to government officials or an attorney solely for reporting or investigating a suspected violation of law. They can also use it in a lawsuit for retaliation by filing under seal and only disclosing as per court order .
Confidential Information includes all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. It must be labeled as 'Confidential' if in written form or indicated as such in writing if transmitted orally .
Waiving a right under the agreement does not constitute a waiver of any prior or subsequent rights, meaning each right remains enforceable independently unless expressly waived again .