non-disclosure agreement english

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A non-disclosure agreement (NDA), also known as a confidentiality agreement (CA), confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement, is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the parties wish to share with one another for certain purposes, but wish to restrict access to by third parties. It is a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects nonpublic business information.

NDAs are commonly signed when two companies, individuals, or other entities (such as partnerships, societies, etc.) are considering doing business and need to understand the processes used in each others business for the purpose of evaluating the potential business relationship. NDAs can be "mutual", meaning both parties are restricted in their use of the materials provided, or they can restrict the use of material by a single party.

It is also possible for an employee to sign an NDA or NDA-like agreement with an employer. In fact, some employment agreements will include a clause restricting employees' use and dissemination of company-owned "confidential information."

Download NDA – non-disclosure agreement http://scireg.org/docks/NDA_eng.rtf

NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made and entered into between Limited Company ____________________, a Russian company ("________"), and COMPANY NAME, a (country) company ("Company"), as of "___" _____________, 20___ ("Effective Date").

WHEREAS, ________________ and Company possess and may provide to each other certain confidential and proprietary information in connection with the discussion and evaluation of a potential business relationship relating to navigation and electronic chart cartography and databases and other technology and information ("Business Purpose").

WHEREAS, ___________________________ and Company desire that any such information provided shall be kept confidential by the other party; and

WHEREAS, In consideration of the foregoing, each party is willing to keep the other party's information confidential in accordance with the terms and conditions set forth in this Agreement.

THEREFORE, _________________ and Company hereby agree as follows:

1) Confidentiality.

(a) For purposes of this Agreement, "Confidential Information" shall include all information in written, oral, or any other form which relates to the products, services or technology of either party; administrative, financial, operational or other arrangements of either party; and which is marked or expressly stated as confidential at or prior to the time of disclosure.

(b) Each party agrees that it will not disclose, publish, or reveal Confidential Information received from the other party to any third party whatsoever, (other than the receiving party's parent company and affiliates) except with the specific prior written authorization of a duly authorized representative of the other party.

(c) Each party further agrees to use the same means it uses to protect its own confidential and proprietary information, but in any event not less than reasonable means, to prevent disclosure and to protect the confidentiality of Confidential Information received from the other party.

(d) Each party's use of Confidential Information received from the other party is hereby restricted and limited to the Business Purpose. Except as expressly allowed herein, each party further agrees not to disclose Confidential Information to anyone other than its own employees who have a need to know such Confidential Information in order to carry out the Business Purpose.

(e) Information which (i) is in or becomes part of the public domain through no act or omission of the receiving party, (ii) is rightfully obtained by the receiving party from a third party, (iii) is independently developed by the receiving party without use of the other party's Confidential Information, (iv) is required to be disclosed pursuant to a requirement of a governmental agency or law so long as the disclosing party provides the other party with notice of such requirement prior to any such disclosure; shall not constitute Confidential Information for the purposes of this Agreement. Each party may disclose Confidential Information of the other to the receiving party's parent company and affiliates, provided that employees receiving such Confidential Information are bound by confidentiality obligations at least as restrictive as those contained herein.

2) Return of Confidential Information. Upon completion of the Business Purpose or upon written request of the party disclosing the Confidential Information, whichever occurs earlier, the receiving party shall return the Confidential Information and all copies of the Confidential Information to the disclosing party or certify in writing that the Confidential Information and all copies of the Confidential Information have been destroyed.

3) Disclaimer and Limitation. To the maximum extent permitted by law, the liability of both parties shall be limited to direct damages only, thus excluding liability for any other damages such as indirect, special, incidental or consequential damages (including but not limited to lost profits, lost data, lost revenue, lost savings, lost business and loss of goodwill).

4) No Further Rights. Except as expressly set forth in this Agreement, nothing stated herein shall be construed to grant or confer any rights, title, or ownership, including but not limited to intellectual property rights, in or to any Confidential Information disclosed hereunder. The parties expressly agree that the provision of Confidential Information hereunder and discussions held in connection with the Business Purpose shall not prevent either party from pursuing similar discussions with third parties or obligate either party to take, continue, or forego any action relating to the Business Purpose. Any estimates or forecasts provided to the other party shall not constitute commitments.

5) Term of Agreement.

a) This Agreement shall be effective as of the Effective Date and shall automatically terminate three (3) years from the Effective Date. The rights and obligations accruing prior to termination shall, however, survive the termination as specified in section (b) of this clause 5.

b) The receiving party's obligations hereunder with respect to each item of Information shall terminate five (5) years from the date of receipt thereof by the receiving party.

6) General Provisions.

a) This Agreement is construed in accordance with the Russian laws under the sole jurisdiction of the ___________________ Courts.

b) If any provision of this Agreement is held to be invalid, the parties agree that such invalidity will not affect the validity of the remaining provisions of this Agreement, and further agree to substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.

c) Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

d) This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, and supersedes any and all prior negotiations, understandings, and agreements between the parties relating thereto.

e) This Agreement may be modified only in writing signed by authorized representatives of the parties.

f) The waiver of any breach of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach of this Agreement.

g) Any notices required by this Agreement shall be sent by registered mail to the applicable address set forth below.

COMPANY: Limited Company ________________________

BY: BY:

PRINT NAME: PRINT NAME:

TITLE: TITLE:

DATE: DATE:

ADDRESS ADDRESS:

TEL. No: TEL. No:

FAX No: FAX No:

E-mail: E-mail:

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Article 1. Contracting parties.
1. The Parties of this Public Offer (paid service agreement), hereinafter referred to as the “Agreement” or “Offer”, are, as follows:

a) Executor is a person, who makes this Offer and who executes this Agreement in accordance with its terms and conditions: Solcity World Investment and Development; and

b) Customer is a person, who accepts this Offer and who is the author of any publication.

Article 2. Acceptance.

1. The Customer shall accept this Offer in case of and after the following activities:

a) fill in and send to the Executor an application in electronic format in the form established by this Agreement and posted on the Executor’s official website; and

b) provide the author’s abstract specifying what material was created by the author; and

c) provide a list of all key words (tags) that enable finding the location of the author’s abstract of the Customer on the Executor’s website; and

d) post (“upload”) the material itself on the Executor’s official website; and

e) pay for the Executor’s services in the amount and following the procedure set forth by this Agreement.

2. The Executor shall verify the Customer’s data and post the information about the Customer and his/her work of authorship on SciReg.org in Internet. From this moment on, the Customer shall be considered as an acceptor of this Offer and a Party to this Agreement.

3. The Executor shall be entitled, without giving any reasons, to refuse the Customer to accept this Offer and the Customer unconditionally, entirely and irrevocably agrees with this provision.

Article 3. Scope of the Agreement.

1. The Executor hereof shall render services on establishing, formation and maintenance of the Copyright register in electronic format on the Executor’s official website in Internet.

2. The Executor hereof shall render to the Customer paid services on posting (publishing) of information about the applicant as the author of the material under the terms and in accordance with this Agreement.

3. The work of authorship shall be understood by the Parties as a subject matter of copyright established by the Civil Code or other laws of the Author’s Country of domicile.

4. The Executor shall publish information (data), hereinafter referred to as the “summary”, about the applicant as the author of the material in the Register posted on the Executor’s official website in Internet under the terms set forth by this Agreement.

5. The Executor shall be entitled, at his own discretion and without coordination with the Customer, to assign his obligations for execution of this Agreement to any third party, and the Customer unconditionally agrees with this provision.

Article 4. Register.

1. The Register shall be an ordered and standardized register containing a summary of the Customer: Author’s information, including co-authors, name of the work of authorship, publication date, author’s abstract revealing the content of the work of authorship and its unique character, as well as a unique number of posting in the Register assigned to the author and his/her material automatically by the Executor, key words (tags) that enable any person to find information about the author and his/her publication posted in the Register on the Executor’s official website in Internet.

2. The author’s abstract shall be a brief description of the author’s publication designating its unique character and showing that the Customer is its author.

3. The Register shall be maintained in electronic form on the Executor’s official website in Internet.

4. Information about the author, work of authorship and other information required by the rules for information posting in the Register, set forth by the Executor, except for the unique number, shall be posted by the Customer individually on the Executor’s official website in Internet.

5. Both the Register and the official website shall be the Executor’s property.

6. Any and all information posted by the Customer in the Register in accordance with the terms set forth by this Agreement shall be the Executor’s property. Hereby, the Customer shall not transfer copyright for his/her work of authorship to the Executor.

7. The rules for maintenance of the Register, its execution, posting of any details (information) in it shall constitute Appendix 1 to this Agreement forming an integral part hereof. The rules shall be issued exclusively by the Executor. The Executor, without coordination with the Customer and the Customer’s consent, shall have the right to make any changes in and/or amendment to the Register maintenance rules and the Customer unconditionally agrees with this provision. The Register maintenance rules shall be unconditionally mandatory for the Customer.

Article 5. Obligations of the Parties.

1. The Parties hereto shall (hereby shall be obliged to) unconditionally, voluntarily, conscientiously, and accurately follow all provisions of this Agreement, as well as any and all supplements, amendments and/or alterations hereto made under the terms set forth by this Agreement.

2. The Customer shall pay for the Executor’s services following the procedure and in the amount established by this Agreement.

3. The Customer, in contemplation of his/her death, shall be obliged to bind defendants to the terms of this Agreement.

4. If the Customer’s copyright is assigned to a third party, he/she shall be obliged to bind such third party to his/her obligations hereunder.

5. The Customer shall have an exclusive right to refer, in any form, to his/her summary (synopsis, author’s abstract) posted in the Register on the Executor’s official website in Internet in case of complete and fair execution of his/her obligations under this Agreement.

Article 6. Payment for the Executor’s services. Agreement price.

1. The Customer shall pay for the Executor’s services following the procedure and in the amount established by the provisions of this Article.

2. The price for one posting by the applicant of one his/her summary in the Register shall be 20 (twenty) US Dollars – price of this Agreement.

3. The procedure for paying the amount set forth by this Article of the Agreement shall be determined in Appendix 1 to this Agreement.

4. The applicant shall pay the amount stated in para 2 of this Article (pay for the Executor’s service) to the Executor at the time of registration.

5. The amounts paid hereunder by the Customer to the Executor shall be nonreturnable.

6. Each Party shall individually pay any and all own taxes, duties and/or fees established by the legislation of the Party in connection with execution of the terms hereof by the Party. Neither party shall be a fiscal agent of the other Party.

Article 7. Withdrawal from the Agreement.

1. The Customer shall be entitled to withdraw from execution of this Agreement in the form of non-payment of a next settlement set forth by this Agreement.

2. The Executor shall have the right, including in his sole discretion, to withdraw from execution of this Agreement without reimbursement to the Customer of any expenses and/or losses (damages), as well as without payment of any penalty and/or penalty fee and/or any other forfeit, and the Customer unconditionally and entirely agrees with this provision, in the following case (cases):

a) failure to pay by the Customer for the services to the Executor in the amount and under the terms set forth by this Agreement; and/or

b) provision of false information by the Customer; and/or

c) any other technical reasons.

Article 8. Information sharing.

1. Unless otherwise provided for in this Agreement, the Parties hereto may share information, and this information for the Parties shall be regarded as official, by phone, fax, sms, Skype, via e-mail and/or in writing (in hard copy).

2. The Parties hereto may share documents and these documents shall be legally effective for the Parties and considered properly received by the Parties by fax, Skype, via e-mail, in writing in hard copy, unless otherwise provided for in this Agreement. A signature affixed to the document forwarded by any Party via e-mail shall be accepted by the Parties. A signature affixed to the document forwarded by any Party by fax shall be accepted by the Parties. A signature affixed to the document forwarded by any Party via Skype shall be accepted by the Parties.

3. Along with the afore-mentioned, the Parties may have electronic documentary interchange and affix their electronic digital signatures (EDS) on any and all documents.

Article 9. Arbitration.

1. All disputes arising between the Parties in relation to interpretation of this Agreement and/or execution of this Agreement shall be settled by the Parties in the form of bilateral negotiations.

2. If the Parties fail to reach a compromise during negotiations, they shall settle their dispute in the arbitration court (arbitration) of the Chamber of Commerce and Industry of British Virgin Islands.

3. As the rules of procedural law based on which the Parties shall settle their dispute, the Parties shall accept the rules of arbitration court (arbitration) of the Chamber of Commerce and Industry of British Virgin Islands.

4. As the rules of substantive law based on which the Parties settle their dispute, the Parties shall accept this Agreement and rules of international agreements (conventions) regulating copyright legal relationship.

Article 10. Other terms and conditions.

1. This Agreement is made in written and electronic form, in one counterpart, which:

a) Agreement in writing is kept in the Executor’s office, and

b) posted in electronic form on the Executor’s official website in Internet.

2. Alteration, amendments and/or supplements to this Agreement shall be made in written and electronic form by the Executor individually, in a single hard counterpart and a single electronic counterpart posted on the official website in Internet and the Customer unconditionally agrees with this provision.

3. Changes in this Agreement shall be made by the Executor as a new version of the Agreement.

4. If the Customer disagrees with new terms and conditions, he/she shall have a right to withdraw from the Agreement following the procedure and terms set forth by this Agreement.