Mutual Non-Disclosure and Confidentiality Agreement
The following information demonstrates how we treat with extremely high regard each and every client’s privacy and confidential information.
Please request this document as a PDF for signature by both parties when initiating a business relationship in which confidential information may be exchanged.
THE INFORMATION CONTAINED HEREIN CONSTITUTES PROPRIETARY AND CONFIDENTIAL INFORMATION OF ìntränsōl. IT MUST NOT BE COPIED, TRANSMITTED OR DISTRIBUTED IN ANY FORM OR BY ANY MEANS, ELECTRONIC, MECHANICAL OR OTHER, INCLUDING PHOTOCOPY OR RECORDING, WITHOUT THE EXPRESS WRITTEN PERMISSION OF ìntränsōl (International Translation Solutions™).
This Mutual Non-Disclosure Agreement, effective on the date set forth below (the “Effective Date”), is between ìntränsōl (International Translation Solutions™) a JKW International, Inc. company and a Minnesota corporation hereafter referred to as “ìntränsōl” and the CLIENT or individual specified on the signature line below, hereafter referred to as the “CLIENT”. This Agreement is made to set forth the basis under which ìntränsōl and the CLIENT will furnish and/or disclose to each other certain communication, financial, business, technical and other information. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ìntränsōl and the CLIENT agree as follows:
Section 1. Definitions
For purposes of this Agreement, the following terms will have the meanings specified below:
“Affiliate” means, with respect to either party, any individual, company, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party.
“Confidential Information” means all information and data, of whatsoever nature, including financial, business and other information, in whatever form or medium, including without limitation any plans, specifications, sketches, samples, trade secrets, processes, technical data, strategic planning, product/service specifications, prototypes, computer programs, drawings, models, marketing data, operations, policies, procedures, techniques, accounts, personnel and client information, documentation, or other information and data used by the party in carrying out its business; furnished or disclosed by a Disclosing Party or any of its Affiliates to the Receiving Party pursuant to the terms of this Agreement, except that such term will not include (i) information demonstrably known by the Receiving Party previously without an obligation of confidentiality; (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of any of its obligations under this Agreement; (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party, acting in good faith, to be under an obligation of confidence to the Disclosing Party; (iv) information independently developed by the Receiving Party without use of the confidential information of the other party; or (v) information required by applicable law, regulation, court order or legal process to be disclosed, provided the Receiving Party provides the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Agreement.
“Disclosing Party” means the party or Affiliate of the party hereto that furnishes Confidential Information to the other party or Affiliate of the other party hereto.
“Receiving Party” means the party or Affiliate of the party hereto that receives Confidential Information from the other party or Affiliate of the other party hereto.
Section 2. Ownership of Confidential Information
The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and a valuable trade secret of the Disclosing Party.
Section 3. Confidentiality Obligation
Except as required by law, the Receiving Party will treat as confidential and will not use other than for the purposes set forth herein, disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than employees, representatives and consultants of the Receiving Party and its Affiliates who have a business need to know. The Receiving Party will instruct its employees, representatives and consultants (and those of its Affiliates) who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion. The Receiving Party will be responsible for the compliance of such employees, representatives and consultants (and those of its Affiliates) with the terms of this Agreement. If the Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Agreement. Furthermore, neither party will undertake or assist in the solicitation of any customer, employee, contractor, subcontractor, associate or account of the other at any time during or beyond the term of this agreement without the expressed and written consent of the other party.
Section 4. Compliance by Affiliates
ìntränsōl and the CLIENT will be responsible for compliance by their respective Affiliates with the terms of this Agreement.
Section 5. Non-Disclosure of Agreement
Neither party, without the prior written consent of the other party, will disclose to any third person (other than its employees, representatives and consultants with a need to know) the existence or purpose of this Agreement, the terms and conditions hereof, or the fact that discussions are taking place and that Confidential Information is being shared, except as may be required by law and then only after first notifying the other party of such required disclosure in accordance with Section 3.
Section 6. Limitation on Obligation; No Warranties, etc.
Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party after any meetings or discussions regarding the purpose of this Agreement with respect to whatever information is exchanged. Further, this Agreement and any meetings and communications of the parties relating to the subject matter of this Agreement will not (a) constitute any offer, request, or contract among the parties to engage in any transaction, nor (b) constitute any offer, request or contract involving a buyer/seller relationship, venture, teaming or partnership relationship among the parties. Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information of the Disclosing Party.
Section 7. Return of Confidential Information
If the Receiving Party reproduces all or any part of, or further discloses, any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof. At the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, reproductions or summaries thereof and extracts there from. The Receiving Party’s obligations under Section 3 will survive any return or destruction of Confidential Information.
Section 8. Notice of Unauthorized Use
The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. If the Receiving Party or any of its employees, representatives or consultants attempt to use or disclose any of the Confidential Information in a manner contrary to the terms of this Agreement, the Disclosing Party will have the right, in addition to such other remedies which may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies may be inadequate.
Section 9. Independent Product Development Not Affected
The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party’s Confidential Information in violation of this Agreement.
Section 10. No Implied License
Except as otherwise provided herein, nothing in this Agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks or trade secret information. Each party agrees that it shall not in any way represent itself as a partner, joint-venturer, agent, employee or general representative of the other, and shall not use the other party’s name, trade name, service mark, or trademark, nor any adaptation or variation thereof, in any manner whatsoever (including but not limited to, advertising, promotion or sales literature), without the other party’s prior written consent in each instance.
Section 11. Notices
All notices, requests, consents, demands and other communications provided for by this Agreement will be in writing and shall be deemed sufficient if delivered in person or by express courier or facsimile with receipt confirmed to the party to be notified. Any notice to ìntränsōl or the CLIENT will be delivered to the addresses specified by each party, or to such other address as the parties will advise the other in writing from time to time, provided however that any notice of change of address shall be effective only upon receipt.
Section 12. General
- This Agreement may not be changed, modified or amended except in writing signed by each party to this Agreement.
- This Agreement may not be discharged except by performance in accordance with its terms.
- This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- This Agreement may not be assigned by either party without the prior written consent of the other party.
- This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between them regarding the subject matter hereof.
- This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
- The individuals executing this Agreement on behalf of the CLIENT and ìntränsōl do each hereby represent and warrant that they respectively have been and are on the Effective Date duly authorized by all necessary appropriate corporate action to execute this Agreement on behalf of their respective principals.
Section 13. Limited Use of Confidential Information
The Receiving Party will use the Confidential Information solely for the purposes of exploring, evaluating, discussing and negotiating business opportunities between the Parties to this Agreement, and when/if any formal agreements have been made, conducting work as specified in any separate ìntränsōl work orders or contracts.