Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is between National Insurance Inspection Services
("Company") with administrative offices located at 1040 E. Herndon Avenue, Suite 205, Fresno,
California 93720 and _________________________ ("Contractor"), having principal offices at
________________________________. This Agreement sets forth the terms and conditions under which
the parties will disclose certain "Confidential Information," as described below, which the parties consider
to be confidential or proprietary in nature. This Agreement shall be effective as of ___________ (the
"Effective Date").
1. DEFINITION OF CONFIDENTIAL INFORMATION
1.1 Information to be treated as Confidential Information under this Agreement shall be all information
that is supplied by Company before or after the effective date of this Agreement to Contractor or by
Contractor before or after the effective date of this Agreement to Company including, but not limited, to
the following:
(a) Confidential proprietary computer software, including any programs, source or object codes, data
bases, specifications, techniques, technical information, know how, and other related information; and
(b) Confidential strategic business information, including current and future marketing and business
plans, certain confidential financial data, and related documentation and/or information.
(c) Identity of the customers and suppliers of the Company, the Company's arrangements with such
suppliers and customers, and technical data relating to the Company's products and services.
1.2 Notwithstanding any other provisions to the contrary, obligations of the parties under this Agreement
with respect to information designated to be Confidential Information shall not apply if, and to the extent
that:
(a) the disclosing party's information was rightfully known to or already in the possession of the receiving
party prior to disclosure; or
(b) the disclosing party's information becomes part of the public domain without breach of this Agreement
by the receiving party; or
(c) the information is independently developed by the receiving party or any of its subsidiaries without
reference to or use of the disclosing party's Confidential Information; or
(d) a third party rightfully disclosed such Confidential Information to the receiving party without
violating obligations of confidence.
Notwithstanding the foregoing, the fact that some of the information may have originally been obtained
from or provided by public does not by this provision create any presumption that such information is
"part of the public domain" or generic information or knowledge.
2. DISCLOSURE OBLIGATIONS
2.1 Contractor agrees that, during the term and at all times after the termination of this Agreement for
whatever reason, will treat as confidential and maintain in confidence all information relating to the
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business of the Company, including without limitation the Confidential Information specified in Section
1.1 of this agreement. In addition, Contractor agrees that, without the prior written approval of the
Company, he will not disclose any such information at any time to any person, corporation, association or
other entity except authorized personnel of the Contractor. Upon the termination of this Agreement for
any reason, Contractor will not take or retain from the premises of the Company or any subsidiary of the
Company any records, files or other documents, or copies thereof, relating in any way to the business
operations of the Company or any subsidiary of the Company.
2.2 In the event that either party or their respective Representatives are requested or required by legal
process to disclose any of the Confidential Information of the other party, the party required to make such
disclosure shall give prompt advance notice so that the other party may seek a protective order or other
appropriate relief. In the event that such protective order is not obtained, the party required to make such
disclosure shall disclose only that portion of the Confidential Information which its counsel advises that it
is legally required to disclose, provided that the party required to make such disclosure shall exercise its
reasonable efforts to preserve confidentiality of the Confidential Information including, without
limitation, by cooperating with the other party to obtain an appropriate order or other reliable assurance
that confidential treatment will be accorded the Confidential Information by such tribunal.
2.3 The obligations set forth in Section 2 of this Agreement shall remain in full force and effect until such
information has become generally known in the public domain other than by a violation of this
Agreement. Each party shall return to the other party all documents and tangible items in its possession
which contain any part of the Confidential Information received from the other party under this
Agreement upon the written demand of the disclosing party, provided that all notes and other tangible
items prepared by either party and reflecting Confidential Information shall be destroyed and such
destruction shall be certified in writing to the other party.
The parties have caused their duly authorized officers to execute this Agreement as of the dates set forth
opposite their respective names below.
National Insurance Inspection Services
By: ____________________________________ Date: __________________
(Authorized Signature)
Title: ________________________
President
_________________________________________ (CONTRACTOR)
By: ______________________________________
(Authorized Signature)
Title: _____________________________________
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