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Confidential Disclosure Agreement

At an early stage in the relationship between the buyer and the service provider, both parties usually agree to treat all received information confidential. It is usually allowed to share information with team members in the same company. But already in case a subcontractor need to be involved, another agreement has to be signed to include him. Below is a typical example. Other versions mention a specific penalty (usually 50,000 Euros) or emphasize a bit more that both parties might have intellectual property.

Example

Between:
<- Outsourcing Provider ->

<- legal address ->
<- telephone ->
<- faximile ->
<- email ->

and

<- buyer ->

<- legal address ->
<- telephone ->
<- faximile ->
<- email ->

  1. On the understanding that both parties are interested in meeting to consider possible collaboration in developments arising from <- buyer ->’s intellectual property it is agreed that all information, whether oral, written or otherwise, that is supplied in the course or as a result of so meeting shall be treated as confidential by the receiving party.
  2. The receiving party undertakes not to use the information for any purpose, other than for the purpose of considering the said collaboration, without obtaining the written agreement of the disclosing party.
  3. This agreement applies to both technical and commercial information communicated by either party.
  4. This agreement does not apply to any information in the public domain or which the receiving party can show was either already lawfully in their possession prior to its disclosure by the other party or acquired without the involvement, either directly or indirectly, of the disclosing party.
  5. Either party to this agreement shall on request from the other return any documents or items connected with the disclosure and shall not retain any unauthorized copies or likenesses.
  6. This agreement, or the supply of information referred to in paragraph 1, does not create any license, title or interest in respect of any intellectual property rights of the disclosing party.
  7. After 3 years from the date hereof each party shall be relieved of all obligations under this Agreement.

Signed for <- buyer -> <- place -> <- date ->

Signed for <- provider -> <- place -> <- date ->

SELLto.de: B2B Sales Outsourcing
2010-05-17
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