Catégories
Confidentialité Contrat

Mutual Non-Disclosure Agreement (NDA)

Template of mutual confidentiality agreement. Modèle d’accord de confidentialité réciproque en anglais.

Pursuant to a mutual confidentiality agreement, each party undertakes to protect the confidentiality of non-public information received from the other party.


By Franck BEAUDOIN, avocat (solicitor admitted in France)

First publication on idroit.co on 6 May 2018

Published on droit.co and updated on 11 June 2021


+ Bilingual template: see the French version


MUTUAL CONFIDENTIALITY AGREEMENT

This agreement is entered into between the parties identified below.

AXXX [company name], a company incorporated under the laws of XXX [state], with a share capital amounting to XXX [share capital], registered with the registrar of companies of XXX [city of the registrar if applicable] under number XXX [registration number], with its registered office located XXX [registered office], represented by XXX [name of the signatory, legal representative or other representative duly entitled], duly authorized in his capacity as XXX [capacity / title].

BXXX [company name], a company incorporated under the laws of XXX [state], with a share capital amounting to XXX [share capital], registered with the registrar of companies of XXX [city of the registrar if applicable] under number XXX [registration number], with its registered office located XXX [registered office], represented by XXX [name of the signatory, legal representative or other representative duly entitled], duly authorized in his capacity as XXX [capacity / title].

AXXX [company name] and BXXX [company name] are referred to herein as the parties.

The parties agree as follows.

Purpose – The parties intend to XXX [describe the project](hereafter the project). For this purpose, the parties will exchange non-public information, in accordance with the terms and conditions set forth in this confidentiality agreement.

Confidentiality undertaking – The parties agree that any information relating to the project shall be confidential, as well as any non-public information relating to a party and learnt by another party during the course of this project. The parties undertake to maintain the confidentiality of such information, which is hereafter referred to as the confidential information. The parties shall not disclose to a third party any confidential information relating either to the project or to another party, except as expressly authorized herein. The parties shall apply appropriate security measures to this aim. If a party is informed of security vulnerability, or if it is informed that a non-authorised third party might gain access to confidential information, it shall notify it as soon as possible in writing to the other party.

Representatives – Each party may disclose confidential information to its representatives, employees and advisers, and those of its affiliates, in each case provided that they need to know this information for the purpose contemplated herein. Each party shall instruct its representatives to comply with the terms and conditions defined in this agreement and shall procure their compliance. Each party shall implement appropriate procedures (such as information barriers) in order to limit and control the access to confidential information. Each party shall keep a list of the persons who gained access to confidential information and provide it without delay to the party requesting it.

Mandatory disclosure – If a party is required to disclose confidential information to competent authorities duly entitled pursuant to applicable mandatory laws or regulations, it shall be entitled to do so without liability hereunder, provided that it takes the steps needed to limit the disclosure and to obtain a confidential treatment, as far as possible. This party shall inform as soon as possible the other party of any disclosure so required, if legally permitted. The parties shall cooperate, to the extent reasonably possible, in order to safeguard the confidentiality of the information and to allow each party to comply with its own obligations in respect of the confidential information.

Use of the confidential information – The confidential information shall be used exclusively for the purpose contemplated herein. It shall not be used for any other purpose. In particular, the confidential information shall not be used with a competitive aim. The information shall be used in strict compliance with the applicable laws and regulations. Notably, any recipient of the confidential information shall strictly comply with the rules relating to data processing, as well as with those relating to insider dealing, market abuse, competition law. The parties undertake to take any steps needed in order to prevent any unlawful use of the confidential information.

[EXCLUSIVE CONTENT RESERVED FOR SUBSCRIBERS – CLAUSE APPLICABLE FOR A LISTED COMPANY:

Accéder au contenu exclusif: Abonnement Connection

[EXCLUSIVE CONTENT RESERVED FOR SUBSCRIBERS – CLAUSE APPLICABLE IF THE PARTIES ARE COMPETITORS, IN ORDER TO ENSURE COMPLIANCE WITH COMPETITION LAW:

Accéder au contenu exclusif: Abonnement Connection

Intellectual property – The communication of the confidential information shall not confer intellectual property rights over it. The intellectual property rights relating to the confidential information shall remain unaffected.

Representations and guarantees – The confidential information will be provided as is, without any representation or guarantee as to its accuracy, reliability or completeness. The parties may make representations or provide guarantees at a later stage.

Records – If a party does not need anymore the confidential information relating to another party for the purpose contemplated herein, or upon the written notice of this other party, it shall at its election destroy or return the confidential information relating to this other party. However, the parties will be entitled to retain the confidential information needed to comply with their obligations, in compliance with the terms and conditions provided by this agreement.

Duration – This agreement will remain in force until the expiry of a two-year period after the date indicated for its signature. However, this clause and generally this agreement shall not prejudice legal or regulatory obligations of secrecy. Besides, the confidential information retained after the expiry of this undertaking shall remain submitted to the terms and conditions defined herein. Generally, the parties shall do their best efforts to safeguard the confidentiality of the non-public information relating to the project or to another party and to prevent any use of the information that may harm the rightful interests of the other party, at any time, including after the expiry of this agreement.

Indemnification – The party which fails to comply with its obligations under this agreement shall indemnify the other party of any damage resulting from this failure.

Law and jurisdiction – This agreement shall be governed by French law. In case of any litigation arising in relation with this agreement, the Parties hereby grant an exclusive jurisdiction to the civil courts of XXX [city] (France) to rule the case.

***

This contract is based on a template that is the exclusive property of FB JURIS Law Firm. The template can be used under the terms stipulated on droit.co.

[OPTION 1: This agreement is entered into by electronic means, each party receiving an electronic copy bearing the signature of the other party // OPTION 2: Made in two original copies drafted in English, each party receiving an original copy.]

For AXXX [company name]

Name of the representative duly entitled:

Position:

We hereby undertake to comply with the terms and conditions set forth in this confidentiality agreement.

Date and place of signature:

Signature:

For BXXX [company name]

Name of the representative duly entitled:

Position:

We hereby undertake to comply with the terms and conditions set forth in this confidentiality agreement.

Date and place of signature:

Signature:

© FB Juris / idroit.co / droit.co


+ Engagement unilatéral de confidentialité

+ Contrat de confidentialité (sans réciprocité)

+ Accord réciproque de confidentialité

+ Mutual NDA (modèle en anglais)


Par Franck BEAUDOIN, Avocat

Avocat, président et fondateur de la société d’avocats FB JURIS, directeur de la publication des sites juridiques droit.co et idroit.co.

3 réponses sur « Mutual Non-Disclosure Agreement (NDA) »

Répondre à Accord réciproque de confidentialité – droit.co Annuler la réponse.