Non-disclosure agreement template EnglishTHIS CONFIDENTIALITY AGREEMENT Agreement is entered into this the ___ day of __________ 20__ by and between _____________________ an entity organized under the

consideration of the foregoing, and of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Confidentiality Obligations.

1.1 The Independent Contractor shall use its best efforts to maintain the confidentiality of the Information and shall not disclose the Information to any third party without the prior written consent of the Company.

1.2 The Independent Contractor shall only disclose the Information to its employees, agents, or representatives who have a need to know the Information in connection with the performance of their duties and who are bound by written confidentiality obligations at least as restrictive as those contained herein.

1.3 The Independent Contractor shall protect the Information with the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care.

1.4 The Independent Contractor shall promptly notify the Company of any unauthorized disclosure of the Information or any other breach of this Agreement.

2. Exclusions.

2.1 The obligations of confidentiality set forth herein shall not apply to any Information that:

(a) was already known to the Independent Contractor at the time of disclosure by the Company;

(b) is or becomes publicly known through no wrongful act of the Independent Contractor;

(c) is rightfully received by the Independent Contractor from a third party without any obligation of confidentiality;

(d) is independently developed by the Independent Contractor without reference to the Information disclosed hereunder; or

(e) is required to be disclosed by law, regulation, or court order, provided that the Independent Contractor gives the Company prompt written notice of such requirement and cooperates with the Company in seeking a protective order or other appropriate remedy.

3. Return of Information.

3.1 Upon the Company’s request or upon termination of this Agreement, the Independent Contractor shall immediately return to the Company all Information, including all copies, extracts, and summaries thereof, in the Independent Contractor’s possession or control.

4. Ownership.

4.1 The Information shall remain the property of the Company and shall not be deemed to be licensed or transferred to the Independent Contractor by virtue of this Agreement.

5. Term.

5.1 This Agreement shall remain in effect for a period of three (3) years from the date of execution by both Parties, unless earlier terminated by mutual written agreement of the Parties.

6. Remedies.

6.1 The Independent Contractor acknowledges that any breach of this Agreement by the Independent Contractor will result in irreparable harm to the Company and that the Company shall be entitled to seek injunctive relief, without the necessity of posting a bond, to prevent any such breach or to enforce this Agreement, in addition to any other remedies that may be available at law or in equity.

7. Governing Law.

7.1 This Agreement shall be governed by and construed in accordance with the laws of the State of _______________, without regard to its conflicts of law principles.

8. Entire Agreement.

8.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral.

9. Counterparts.

9.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

Company Independent Contractor

By: __________________________ By: __________________________ Name: ________________________ Name: ________________________ Title: _________________________ Title: ________________________