Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer

The document titled 'Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer' is a legally binding agreement between two parties, referred to as the discloser and the disclosee. The document aims to protect the discloser's confidential information and prevent the disclosee from using or disclosing the information for any purpose other than evaluating a potential business relationship.

 

The document begins with an interpretation section, which defines key terms used throughout the agreement. It clarifies that the discloser is the owner of certain confidential information, which is broadly defined to include various types of technical, financial, and commercial information.

 

The agreement consists of several clauses that outline the obligations and responsibilities of the disclosee. Clause 2 establishes non-disclosure obligations, requiring the disclosee to maintain the confidentiality of the information and use it exclusively for the purpose of evaluating a business relationship. The disclosee is prohibited from copying or reproducing the information without the discloser's consent.

 

Clause 3 focuses on confidentiality measures that the disclosee must implement to protect the disclosed information. These measures include restricting access to the information, keeping it separate from other documents, applying appropriate security measures, and not removing any hard copy documents from the premises without the discloser's approval.

 

The document also addresses non-use and non-circumvention obligations in clauses 2.2 and 2.3. The disclosee is prohibited from using the information to develop or sell similar products to third parties or directly compete with the discloser. Additionally, the disclosee must not interfere with any business opportunities related to the purpose of the agreement or engage in any deals with the discloser's clients or suppliers.

 

Exceptions to the non-disclosure obligations are outlined in clause 4, which states that the obligations do not apply to information that is publicly available, previously known to the disclosee, disclosed by a third party, or independently developed by the disclosee.

 

Clause 5 addresses the return of information. Upon request, the disclosee must return or destroy all documents and materials containing the information and remove any stored information from computer systems.

 

The agreement includes a disclaimer and warranty in clause 6, stating that the discloser does not guarantee the accuracy, reliability, or completeness of the information. The discloser is not liable for any use of the information by the disclosee or any other person.

 

Confidentiality obligations extend beyond the termination of the purpose of the agreement, as stated in clause 5.2.

 

The document also covers remedies for breach of the agreement, waiver of rights, assignment of rights, and governing law and jurisdiction.

 

Overall, this agreement is crucial for protecting the discloser's confidential information and ensuring that the disclosee uses the information solely for the purpose of evaluating a potential business relationship.

How to use this document?

Guidance on using the 'Non-Disclosure, Non-Use and Non-Circumvention Agreement with Manufacturer':

1. Review the agreement: Familiarize yourself with the entire agreement to understand its purpose and the obligations it imposes on both parties.

2. Identify confidential information: Determine the specific confidential information that will be disclosed and evaluate its importance to your business.

3. Evaluate the purpose: Assess the potential business relationship and determine if it aligns with your goals and interests.

4. Ensure authorized representatives: Designate approved representatives who will have access to the disclosed information and ensure they are aware of their confidentiality obligations.

5. Implement confidentiality measures: Establish appropriate security measures to protect the disclosed information, both physically and electronically.

6. Prohibit unauthorized use: Ensure that the disclosed information is not used to develop or sell similar products to third parties or compete with the discloser.

7. Avoid circumvention: Do not interfere with any business opportunities related to the purpose of the agreement or engage in deals with the discloser's clients or suppliers.

8. Comply with return or destruction requests: If requested, promptly return or destroy all documents and materials containing the disclosed information and remove any stored information from computer systems.

9. Understand limitations and disclaimers: Recognize that the discloser does not guarantee the accuracy or completeness of the information and is not liable for any use of the information.

10. Seek legal advice: If you have any concerns or questions about the agreement, consult with a legal professional to ensure compliance and protection of your rights.

Note: This guidance is provided for informational purposes only and should not be considered legal advice. It is recommended to consult with a qualified attorney for specific legal guidance related to your situation.