Simple Non Disclosure Agreement

This simple non disclosure agreement (NDA) governs the possible transaction or business dealings among parties. The parties may furnish to one another certain non public information about each party’s business and operations. Such NDA is useful when one party intends to acquire the other party.


Author: Foong Cheng Leong
Price: RM300
Specification: 3 pages
Product Code: 00013


NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the “Agreement”), entered into on [Insert date] is made between:-

[Insert Company Name] (Company No.: ) (hereinafter referred as “Company”) of [Insert Address]

AND

[Insert Company Name] (Company No.: ) (hereinafter referred as “Recipient”) of [Insert Address]

In connection with the consideration by the Recipient and the Company, each a “Party” and, collectively, (the “Parties”) of a possible transaction or business dealings among the Parties (the “Transaction”), the Parties may furnish to one another certain non public information about each Party’s business and operations, including information concerning infrastructure, designs, technical information and software. Such information, written or oral, together with analyses, compilations, studies or other documents prepared and transmitted by either Party, or its Affiliates, officers, directors, employees, agents, advisors or representatives (collectively, the “Representatives”) that contain or otherwise reflect such information, shall be referred to as “Confidential Information”.

The term “Confidential Information” does not include any information that:-

(i) was publicly available prior to the date of this Agreement or thereafter becomes publicly available without any violation of this Agreement on the part of the Parties or any of their respective Representatives; or
(ii) was available to a Party on a non-confidential basis prior to its disclosure to such Party or its Representatives or becomes available to a Party from a person, other than the other Party and its Representatives, who is not, to the best of such Party’s knowledge, subject to any legally binding obligation to keep such information confidential.

“Affiliate” means, in relation to any person not being a natural person, any other person which controls or is controlled by, or is under common control with the first-mentioned person;

In consideration of each Party being provided with the Confidential Information of the other Party and being offered the opportunity to evaluate a possible Transaction with the other Party, the Parties agree as follows:

1. The Confidential Information of each Party disclosed by such Party to the other Party shall be kept confidential by the other Party and shall not be disclosed, in whole or in part, by the other Party to any person other than the Representatives of the other Party who need to know the Confidential Information for the purpose of evaluating the proposed Transaction. Each Party agrees to inform its Representatives of the non public nature of the Confidential Information of the other Party and to direct them to treat such Confidential Information in accordance with the terms of this Agreement. Each Party shall not use or allow the use of the Confidential Information of the other Party for any purpose except to evaluate the proposed Transaction. Each Party shall be responsible for any breach of the terms of this Agreement by its Representatives. The Confidential Information of each Party shall be returned to the furnishing Party immediately upon request.

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