NDA Markdown

1import React from "react";
2import {
3 Markdown,
4 Tailwind,
5 CSS,
6 PageNumber,
7 PagesNumber,
8 PageBottom,
9 PageTop,
10 RunningH1,
11} from "@fileforge/react-print";
12import fs from "fs";
13import path from "path";
16 <CSS>{`@page {size: A4;margin-top:2cm;margin-right:4cm;margin-left:2cm;margin-bottom:2cm;`}</CSS>
17 <Tailwind>
18 {/* Set document header */}
19 <PageTop>
20 <div className="flex justify-between">
21 <div className="justify-self-start pt-6 text-gray-950/[.50]">
22 <RunningH1 />
23 </div>
24 <div className="w-24 pt-6 justify-self-end">
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47 {" of "}
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52 {/* Set document content */}
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68 >
69 {`# Mutual Nondisclosure Agreement
71<br />
73This Mutual Nondisclosure Agreement (the “Agreement”) is entered into as of January 28, 2016 by and between OpenConcept Consulting Inc. ("OpenConcept"), and [FULL ADDRESS] [NAME 2] ("[BUSINESS 2]").
75<br />
76OpenConcept is a incorporated business registered under the laws of Ontario, Canada,
77with an address of 571 Somerset St. West, operating in and therefore subject to the
78laws of Ontario, Canada, and represented by Mike Gifford.
79<br />
80[BUSINESS 2] is a CORPORATION registered under the laws of [SOMEWHERE], USA, with
81an address of [ADDRESS 2], operating in and therefore subject to the laws of [SOMEWHERE],
82USA, and represented by [JOHN DOE]. <br />
83To explore the possibility of a business relationship between OpenConcept and
84[BUSINESS 2], each party (“Discloser”) may disclose sensitive information to the
85other (“Recipient”).
86<br />
89<br />
91# Article 1. Confidential Information
93**Section 1. Definition of Confidential Information.** [ The term “Confidential Information” shall mean information of OpenConcept and/or [BUSINESS 2], to the extent not considered a Trade Secret under applicable law, that (i) relates to the business of OpenConcept and/or [BUSINESS 2], (ii) possesses an element of value to OpenConcept and/or [BUSINESS 2], (iii) is not generally known to OpenConcept’s and/or [BUSINESS 2]’s competitors, and (iv) would damage OpenConcept and/or [BUSINESS 2] if disclosed.] [ The term “Confidential Information” means any financial, business, legal and technical information disclosed to Recipient by or for Discloser or any of its affiliates, suppliers, customers and employees. Information includes research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, and including any copies, abstracts, summaries, analyses and other derivatives thereof.] Disclosure includes any act of transmitting the information whether previously, presently, or subsequently disclosed to recipient. For convenience, the Disclosing Party may, but is not required to, mark written Confidential Information with the legend "Confidential" or an equivalent designation, Confidential Information also includes information that by its nature would be understood by a reasonable person to be confidential.
95<br />
96[ll. Trade Secrets*. The term "Trade Secrets" shall mean information of OpenConcept
97and/or [BUSINESS 2], and their licensors, suppliers, clients and customers which
98is not commonly known or available to the public and which information (i) derives
99actual or potential economic value from not being generally known to, and not being
100readily ascertainable by proper means by, other persons who can obtain economic value
101from its disclosure or use, and (ii) is the subject of efforts that are reasonable
102under the circumstances to maintain its secrecy. Trade Secrets include, but are not
103limited to, technical or non-technical data, formulas, patterns, compilations, programs,
104devices, methods, techniques, drawings, processes, financial data, financial plans,
105product plans, or a list of actual or potential customers or suppliers. Notwithstanding
106anything to the contrary contained in this definition, the Trade Secrets of either
107party shall not include any information provided by the Discloer to the Recevier
108as part of the disclosed Confidential Information.]
109<br />
110**Section 2. Exceptions to Confidential Information.** Confidential Information shall
111not include any information that:
112<br />
113&nbsp;&nbsp;&nbsp;(a) was rightfully known to Recipient without restriction before
114receipt from Discloser;
115<br />
116&nbsp;&nbsp;&nbsp;(b) is rightfully disclosed to Recipient without restriction by
117a third party;
118<br />
119&nbsp;&nbsp;&nbsp;(c) is or becomes generally known to the public, otherwise known
120as within the pulic domain, without violation of this Agreement by Recipient; or
121<br />
122&nbsp;&nbsp;&nbsp;(d) is independently developed by Recipient or its employees without
123access to or reliance on such information.
124<br />
126**Section 3. Authority to Disclose Confidential Information.** Discloser represents and warrants to Recipient that it, and any human persons disclosing Confidential Information, are authorized to disclose any Confidential Information made available to Recipient under this Agreement. Discloser further represents and warrants to Recipient that it is not bound by the terms of any other Non-Disclosure Agreement or any other legally binding Agreement which restricts the disclosure of the Confidential Information that is or will be necessary to disclose to Recipient.
128<br />
130# Article 2. Use of Confidential Information
132**Section 1. Restrictions and Duties.** Recipient agrees to:
134<br />
135&nbsp;&nbsp;&nbsp;(a) use the Confidential Information only for its consideration
136internally of a business relationship or transaction between the parties, and its
137performance in any resulting arrangement, but not for any other purpose;
138<br />
139&nbsp;&nbsp;&nbsp;(b) protect the confidentiality of such Confidential Information
140with the same degree of care with which it protects the confidentiality of its own
141confidential information, and in no event with less than a reasonable degree of care
142to prevent any unauthorized access, use, or disclosure of the Confidential Information;
143<br />
144&nbsp;&nbsp;&nbsp;(c) not disclose the Confidential Information to any third party
145other than Recipient’s employees and agents who have a need to know, and who have
146been authorized by Recipient to receive, for the permitted purpose and who have been
147made aware of the confidential nature of the Confidential Information and all of
148the restrictions in this Agreement;
149<br />
150&nbsp;&nbsp;&nbsp;(d) not copy, using any means of creating a duplicate version,
151the Confidential Information;
152<br />
153&nbsp;&nbsp;&nbsp;(e) not decompile, disassemble or otherwise reverse engineer any
154Confidential Information, or use any similar means to discover its underlying composition,
155structure, source code or trade secrets; and
156<br />
157&nbsp;&nbsp;&nbsp;(f) not to export or re-export any Confidential Information or
158product thereof in violation of export control laws or regulations.
159<br />
160**Section 2. Terms of Transaction are Expressly Confidential Information.** Both
161parties agree that the terms and conditions of any transaction or possible transaction
162between the parties, the fact that disclosures, evaluations or discussions are taking
163place, and the status and results thereof will also be held in confidence by both
164parties and not disclosed to any third party.
165<br />
166**Section 3. Responsibility for Disclosure.** Each party shall be responsible for
167any breach of its confidentiality obligations by its respective employees and agents.
168Both parties agree that upon the event of an unauthorized disclosure, Recipient will
169indemnify the Discloser against any and all losses, damages, claims, expenses, and
170attorneys' fees incurred or suffered by the Discloser as a result of a material breach
171of this Agreement by the Recipient or its employees or agents.
172<br /># Article 3. Compelled Disclosures.
174**Section 1. Compliance with Legal Requirements.** This Agreement will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Confidential Information.
176<br />
177**Section 2. Notification of Compelled Disclosure.** Recipient will promptly notify
178Discloser upon learning of any such legal requirement, and cooperate with Discloser
179in the exercise of its right to protect the confidentiality of the Confidential Information
180before any tribunal or governmental agency.
181<br />
183# Article 4. No Warranties or Licenses
185**Section 1. Express Disclaimer of Any Warranties of Fitness.** ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY, COMPLETENESS OR PERFORMANCE. Both parties agree that Discloser will not be liable to Recipient for damages arising from any use of the Confidential Information, from errors, omissions or otherwise.
187<br />
188**Section 2. Owner of Confidential Information.** All of Discloser’s rights in and
189to its Confidential Information remain the exclusive property of Discloser.
190<br />
191**Section 3. No License.** Neither this Agreement, nor any disclosure of Confidential
192Information hereunder, will:
193<br />
194&nbsp;&nbsp;&nbsp;(a) grant to Recipient any right or license under any copyright,
195patent, mask work, trade secret or other intellectual property right, except solely
196for the use expressly permitted herein;
197<br />
198&nbsp;&nbsp;&nbsp;(b) obligate either party to disclose or receive any information,
199perform any work or enter into any agreement;
200<br />
201&nbsp;&nbsp;&nbsp;(c) limit either party from developing, manufacturing or marketing
202products or services that may be competitive with those of the other except insofar
203as this Agreement limits the use and disclosure of Confidential Information;
204<br />
205&nbsp;&nbsp;&nbsp;(d) limit either party from assigning or reassigning its employees
206in any way; or
207<br />
208&nbsp;&nbsp;&nbsp;(e) limit either party from entering into any business relationship
209with third parties which are not the subject of or substantially related to the transaction
210or possible transaction between the parties.
211<br /># Article 5. Termination and Remedies
213**Section 1. Termination.** This Agreement will terminate as to the further exchange of Confidential Information immediately upon the earlier of receipt by one party of written notice from the other or one year after the date of this Agreement.
215<br />
216**Section 2. Survival.** The obligations within this Agreement, as they apply to
217any Confidential Information disclosed prior to the termination of this Agreement,
218will survive termination for a period of 5 years; *provided*, Recipient’s obligations
219hereunder shall survive and continue in effect thereafter with respect to any Confidential
220Information that is a trade secret under applicable law.
221<br />
222**Section 3. Return of Confidential Information.** Upon termination of this Agreement
223for any reason, or upon Discloser’s request at any time, Recipient shall promptly
224return to Discloser all originals and any authorized copies of any Confidential Information
225and destroy all information, records and materials developed therefrom.
226<br />
227**Section 4. Remedies.** Due to the unique nature of the Confidential Information,
228the parties agree that any breach or threatened breach of this Agreement will cause
229not only financial harm to Discloser, but also irreparable harm for which money damages
230will not be an adequate remedy. Therefore, Discloser shall be entitled, in addition
231to any other legal or equitable remedies, to an injunction or similar equitable relief
232against any such breach or threatened breach without the necessity of posting any
234<br />
235​l. Final Provisions.
236<br />
237**Section 5. Entire Agreement.** This Agreement constitutes the entire agreement,
238and supersedes all prior negotiations, understandings or agreements (oral or written),
239between the parties concerning the subject matter hereof.
240<br />
241**Section 6. Counterparts.** This Agreement may be executed in one or more counterparts,
242each of which is an original, but taken together constituting one and the same instrument.
243Execution of a facsimile or electronic copy shall have the same force and effect
244as execution of an original, and a facsimile or electronic signature shall be deemed
245an original and valid signature.
246<br />
247**Section 7. Waivers.** No change, consent or waiver to this Agreement will be effective
248unless in writing and signed by the party against which enforcement is sought. The
249failure of either party to enforce its rights under this Agreement at any time for
250any period shall not be construed as a waiver of such rights.
251<br />
252**Section 8. Notice.** Any notice hereunder will be effective upon receipt and shall
253be given in writing, in English and delivered to the other party at its address given
254herein or at such other address designated by written notice.
255<br />
256**Section 9. Rights.** Unless expressly provided otherwise, each right and remedy
257in this Agreement is in addition to any other right or remedy, at law or in equity,
258and the exercise of one right or remedy will not be deemed a waiver of any other
259right or remedy.
260<br />
261**Section 10. Severability.** In the event that any provision of this Agreement shall
262be determined to be illegal or unenforceable, that provision will be limited or eliminated
263to the minimum extent necessary so that the Agreement shall otherwise remain in full
264force and effect and enforceable.
265<br />
266**Section 11. Governing Law.** This Agreement shall be governed by and construed
267in accordance with the laws of the Ontario, Canada without regard to the conflicts
268of laws provisions thereof. Exclusive jurisdiction and venue for any action arising
269under this Agreement is in the federal and provincial courts having jurisdiction
270over OpenConcept's principal office, and both parties hereby consent to such jurisdiction
271and venue for this purpose.
272<br />
273**Section 12. Attorney's Fees and Costs.** In any action or proceeding to enforce
274or interpret this Agreement, the prevailing party will be entitled to recover from
275the other party its costs and expenses (including reasonable attorneys' fees) incurred
276in connection with such action or proceeding and enforcing any judgment or order
278<br />
279IN WITNESS HEREOF, the parties have executed this Agreement as a sealed instrument
280as of the date set forth above.
281<br />
282<br />
283<div className="flex">
284 <div className="w-1/2">
285 <p>
286 <b>OpenConcept Consulting</b>
287 </p>
288 <br />
289 <p>Signature:</p>
290 <br />
291 <p>Date:</p>
292 </div>
293 <div className="w-1/2 ml-10">
294 <p>
295 <b>[BUSINESS 2]</b>
296 </p>
297 <br />
298 <p>Signature:</p>
299 <br />
300 <p>Date:</p>
301 </div>
304 </Markdown>
305 </Tailwind>