Sample Contract: Third-Party Non-Disclosure Agreement

THIS DOCUMENT IS INTENDED TO BE

AN EXAMPLE OF ONE FORM OF AGREEMENT FOR THE HIRING BY ONE COMPANY OF ANOTHER

COMPANY TO RENDER SERVICES TO IT OR ITS CUSTOMERS. IT'S NOT CONSIDERED LEGAL

"ADVICE" NOR SHOULD IT TAKE THE PLACE OF CONSULTATION WITH AN

ATTORNEY.

THIRD-PARTY NON-DISCLOSURE AGREEMENT

( For use in outsourcing with other developers, integrators)

THIS THIRD-PARTY NON-DISCLOSURE AGREEMENT (heretofore, this "Agreement"),

is entered into on _______________ [date] , between The the Company Corporation,

a(n) _______________ [state of incorporation] corporation, with offices

located at _______________ (henceforth, "the Company"),

and _______________ [name of your partner] , a(n) _______________ [state

of incorporation] corporation, with offices located at _______________ (henceforth,

"the Subcontractor").

WHEREAS, the Company has developed certain computer products, programs,

software applications, other goods and services of a unique and novel nature,

and has confidential financial information, all of which are referred to

collectively as "Data."

THE PARTIES AGREE:

1. Disclosure. At times convenient to the Company, the Company

shall disclose the Data to those employees and agents of the Subcontractor

who shall be designated in writing by the Subcontractor as its representatives.

The Company shall explain the Data and shall answer to the best of its ability

those questions asked by the Subcontractor's representatives which may advance

their understanding of the Data. The Company may submit to the Subcontractor's

representatives certain writings relating to the Data and shall permit them

to copy those writings. The Company shall furnish such information and assistance

reasonably necessary to enable the Subcontractor's representatives to understand

and evaluate the Data. The contents of such disclosure, explanation, and

writings are trade secrets belonging to the Company and are proprietary

information of the Company. Such disclosure and explanation are given solely

to enable the Subcontractor to evaluate the Data. All reasonable expenses

incurred by the Company in furnishing the assistance and information required

under this paragraph shall be paid for by the Company.

2. Coverage. This Agreement covers all trade secrets and proprietary

information of the Company disclosed to the Subcontractor, and of the Subcontractor

disclosed to the Company, after the date hereof, including, but not limited

to, the following Data and Information: system documentation, codes, manuals

and other related materials, marketing plans, pricing, customers, discounts,

financial statements and detailed financial information.

3. Representations. The Company represents and covenants that

the Data, and the writings relating thereto are secret; they have not been

revealed to anyone except employees of the Company and others who are bound

by written non-disclosure agreements.

4. Duties of the Subcontractor. the Subcontractor shall:

(a) receive and hold in confidence all information received pursuant

to this Agreement, and take all reasonable measures to prevent disclosures

to others, treating the trade secrets of the Company as if they were trade

secrets of the Subcontractor;

(b) return promptly all writings submitted by the Company to

the Subcontractor's representatives, and not retain copies of any such

writings;

(c) instruct its representatives to hold in confidence all information

received from the Company until such information is available to the public

generally or to the Company's competitors;

(d) not use the trade secrets and other proprietary information

given to the Subcontractor's designated representatives, as provided for

in paragraph 1, or embody such trade secrets and other proprietary information

in any of its products or exploit them in any way. "Trade Secrets'

and "Proprietary Information" mean information,

whether written or oral, identified as proprietary and not generally available

to the public. It shall not include:

++

(1) information, which at the time of disclosure, had been previously

++published;

++

(2) information which is published after disclosure unless such

++publication is a breach of this Agreement;

++

(3) information which, prior to disclosure to the Subcontractor,

++was already in its possession as evidenced by written records kept in the

++ordinary course of business by the Subcontractor or by proof of actual

++use by the Subcontractor;

++

(4) information which, subsequent to disclosure, is obtained

++by the Subcontractor from a third person who is lawfully in possession

++of such information, and not in violation of any contractual, legal, or

++fiduciary obligation to the Company with respect to such information and

++who does not require the Subcontractor to refrain from disclosing such

++information to others.;

++

(5) information which is disclosed pursuant to the lawful requirement

++or request of a governmental agency or court of law, provided that the

++Subcontractor has given prior written notice to the Company and has reasonably

++assisted the Company to obtain a protective order limiting disclosure and

++use of any information so disclosed; and;

++

(6) information which is explicitly approved for release by written

++authorization of the Company.

5. Indemnification. The the Subcontractor will indemnify and hold

the Company harmless from and against any and all loss, liability, claim

and expense, including all court costs and expenses and attorneys' fees

and expenses, which the Company suffers as a result of a violation of this

Agreement by the Subcontractor.

6. Injunctive Relief. the Subcontractor acknowledges that the

disclosure of the Data under this Agreement would give rise to irreparable

injury to the Company, inadequately compensable in damages. Therefore, the

Company may seek and obtain injunctive relief against the breach or threatened

breach of the Subcontractor's obligations and undertakings hereunder, in

addition to any other legal remedies which may be available.

7. Governing Law. This contract will be governed by and construed

in accordance with the law of _______________ [state of location of the

Company] .

8. Notices. All notices and demands of any kind or nature which

any party to this Agreement may be required or may desire to serve upon

any other in connection with this Agreement shall be in writing and may

be served personally or (as an alternative to personal service) by prepaid

registered or certified United States mail or by private mail service (e.g.,

Federal Express or DHL), in either case to the address set forth on page

1 of this Agreement. Service of such notice or demand so made shall be deemed

complete on the day of actual delivery as shown by the addressee's registry

or by carrier or other certification receipt or at the expiration of three

(3) days after the date of mailing, whichever is earlier in time. Any party

hereto may from time to time, by notice in writing served upon the other

parties as aforesaid, designate a different mailing address or a different

person to which following such service all further notices or demands are

thereafter to be addressed.

IN WITNESS WHEREOF, the parties hereto have signed this Non-Disclosure

Agreement the day and year first above written.

[Your Company's Name]%A0 %A0 By: ____________________ Pres.____________________

[the Subcontractor] %A0 By: ____________________ Pres.____________________

THIS DOCUMENT IS A SAMPLE ONLY. NEITHER CMP MEDIA INC. NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY, REPRESENTATION OR PROMISE WITH RESPECT TO THE CONTENT OF THIS DOCUMENT. CMP MEDIA INC. AND ITS AFFILIATES SHALL NOT IN ANY CASE BE LIABLE FOR ANY CLAIMS OR DAMAGES RELATING TO THE USE OF THIS DOCUMENT.

Please Note: VARBusiness will not be held accountable for any omissions herein nor for any damage that may result should these templates be copied and used for legal purposes.