NON-DISCLOSURE AGREEMENT

Parties:

1.

incorporated in . and having its registered

address at Country hereinafter referred to as the Proposer
2. , a Company incorporated in and having its registered
address at . hereinafter referred to as .

1. Background
..has requested the Proposer to provide a proposal as to the most efficient and cost effective
solution for enhancing the HR section of its web site which will be extended to . employees
through the intranet and any person/s outside who do not have any affiliation with the Group will avail
themselves of the functionality on offer through the internet and for this purpose has agreed to make
certain Confidential Information available to the Proposer for the purpose of formulating its proposal.
The parties agree that such confidential information shall be governed by the following.
2. The Information
Confidential information, hereinafter referred to as the Information, for the purposes of this
Agreement means any and all oral or written information, material, documents and data related to a
party, including, but not limited to, the business activities of ......... its subsidiaries or associates
(hereinafter referred to as the .........), its products, services, customers, associated partners, group
company/s skills requirement and skills portfolio which the Proposer directly or indirectly receives from
the ......... and/or any and all information which is clearly identified by the ......... as confidential by an
appropriate legend or if orally disclosed identified as confidential at the time of disclosure.
3. Exceptions
The term Information does not include:
a)
such information that was known to the Proposer prior to receipt of such disclosure according to
this Agreement,
b)

such information that is or becomes generally available to the trade or to the public, otherwise
than by breach of this Agreement,

4. Treatment of the Information

The Proposer hereby undertakes:
a)

that it will treat all the Information directly or indirectly disclosed to it by the ......... as strictly
confidential and will not without obtaining the prior written consent of the ......... disclose any part
of such Information to any third party,

b)

that it will not make any use of any part of the Information except for evaluating a proposal for
the provision of the aforesaid solution to the ......... and for fulfilling its contractual undertakings,
if the parties enter into a subsequent contract.

c)

that it will restrict access to any part of the Information to those directors, officers, employees
and professional advisers who need such access for evaluating a possible co-operation and for
co-operating with the ........., if the parties enter into a contract, and will ensure that such
directors etc. adhere to the obligations and restrictions contained in this Agreement.

d)

that it will keep separate from all other documents and records all information and all material
created or produced by the Proposer based on or derived wholly or partly from the Information.

e)

that it will keep all Information and any other material of the nature referred to in (d) above at its
usual place of business.

f)

that it will make copies of such Information only to the extent required for the purposes herein
contained.

5. Return of the Information

The Proposer will forthwith on request by ......... immediately return to it or destroy in a manner
explicitly specified or deemed acceptable to ........., all the Information together with all copies thereof,

and shall immediately upon request cease to use for any purposes all the Information.
6. Ownership of the Information
The entire right, title and interest in the Information shall remain with the ......... and the Proposer shall
not have any right to the Information apart from what is stipulated in this Agreement.
7. Unauthorised use of the Information
The Proposer shall notify ......... immediately if it becomes aware or suspects that the Information or
any part thereof has been disclosed to or is in the possession of any person who is not authorised by
this Agreement to receive such Information or otherwise becomes aware of or suspects any breach of
this Agreement.
8. INDEMNITY
The Proposer shall keep each member of the ......... indemnified and held harmless from and against
all actions, proceedings, costs, expenses, loss and damage whatsoever arising out of or in connection
with the breach or non performance by the Proposer of any of the terms contained in this agreement.
9. Disclosure to other parties
For the avoidance of doubt it is hereby declared that nothing in this Agreement shall in any way restrict
either party from disclosing its own Information to such third parties on such terms as it considers
appropriate.
10. Term
The obligations and restrictions set out herein shall for each and every part of the Information be valid
for three (3) years from the date of receiving such part of the Information.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to secrecy and shall
not be changed except by written agreement duly signed by the parties.
12. Applicable Law and Disputes
This Agreement shall be governed by and construed in accordance with Country law.Any dispute,
controversy or claim arising out or in connection with this Agreement, or the breach, termination or
invalidity thereof shall be settled by arbitration in accordance with the Rules of the Arbitration Institute
of Country Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The
place of arbitration shall be City o. The language to be used in the arbitral proceedings shall be
English.
This Agreement has been made out in two copies of which the parties have taken one each.
In Witness Whereof Company and Company have placed their respective Common Seals hereunto
and one other of the same tenor and date on this . day of . Two Thousand and Seven
(2007).
company

Company

By:

___________________________

By:

___________________________

Name:

___________________________

Name:

___________________________

Title:

___________________________

Title:

___________________________

By:

___________________________

By:

___________________________

Name:

___________________________

Name:

___________________________

Title:

___________________________

Title:

___________________________

Effective Date:

___________________________

Effective Date:

Witnesses:

Witnesses:

1.

1.

2.

2.

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