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Confidentiality Agreement & Non-Disclosure Agreement (NDA)

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE_DATE] (the "Effective Date")

BETWEEN:​

[PARTNER_COMPANY_NAME], a company organized and existing under the laws of [PARTNER_JURISDICTION], with its head office located at [PARTNER_ADDRESS] (hereinafter referred to as the "Partner")

AND:​

[CLIENT_COMPANY_NAME], a company organized and existing under the laws of [CLIENT_JURISDICTION], with its head office located at [CLIENT_ADDRESS] (hereinafter referred to as the "Client")

Partner and Client are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS:​

WHEREAS, Partner provides ecommerce development, implementation, and consultation services utilizing the Store.icu platform;

WHEREAS, Client is seeking ecommerce services and may engage Partner for such services;

WHEREAS, in connection with a potential or current business relationship between the Parties (the "Purpose"), the Parties may disclose to each other certain Confidential Information (as defined below);

WHEREAS, the Parties wish to protect such Confidential Information from unauthorized disclosure and use;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION​

1.1 "Confidential Information" means:​

(a) any non-public information of a Party, including but not limited to information relating to:

  • business plans and strategies
  • marketing plans and initiatives
  • financial information
  • pricing and cost data
  • customer lists and information
  • vendor relationships
  • employee information
  • trade secrets
  • proprietary software, tools, and systems
  • intellectual property
  • website design and architecture
  • product information
  • technical specifications
  • sales data and analytics
  • business operations
  • API tokens, access credentials, and authentication information
  • unpublished Store.icu customizations and configurations

(b) any other information that is:

  • marked as "Confidential" or "Proprietary"
  • otherwise identified as confidential at the time of disclosure
  • would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure

(c) the existence and terms of this Agreement

1.2 Exceptions to Confidential Information:​

Confidential Information does not include information that:

(a) at the time of disclosure is publicly available or becomes publicly available through no act or omission of the receiving Party;

(b) was rightfully known by the receiving Party prior to receiving such information from the disclosing Party and without restriction as to use or disclosure;

(c) is rightfully acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure;

(d) is independently developed by the receiving Party without access to or use of the disclosing Party's Confidential Information; or

(e) is required to be disclosed by a governmental agency or law, so long as the Party required to disclose the information provides the other Party with prompt written notice in advance to enable it to seek a protective order or otherwise prevent such disclosure.

2. OBLIGATIONS REGARDING CONFIDENTIAL INFORMATION​

2.1 Non-Disclosure​

Each Party agrees:

(a) to maintain the confidentiality of the other Party's Confidential Information and to protect it with at least the same degree of care that it uses to protect its own Confidential Information of like importance, but in no case less than reasonable care;

(b) not to disclose such Confidential Information to any third party except:

  • to its employees, officers, directors, contractors, agents, and legal and financial advisors (collectively, "Representatives") who need to know such information for the Purpose and who are bound by obligations of confidentiality at least as restrictive as those contained herein;
  • as permitted by the terms of this Agreement; or
  • with the prior written consent of the disclosing Party;

(c) to be responsible for any breach of this Agreement by any of its Representatives;

(d) to use the Confidential Information solely for the Purpose and not for any other purpose.

2.2 Notification of Disclosure​

The receiving Party shall promptly notify the disclosing Party upon discovery of any unauthorized use or disclosure of the disclosing Party's Confidential Information, and will cooperate with the disclosing Party to help regain possession of such Confidential Information and prevent its further unauthorized use or disclosure.

3. STORE.ICU PLATFORM SPECIFIC PROVISIONS​

3.1 Platform Configuration Information​

(a) Partner acknowledges that any Store.icu platform configurations, customizations, and implementations created for Client are the property of Client, subject to the underlying rights of Store.icu and its licensors.

(b) Client acknowledges that general methodologies, techniques, and expertise related to the Store.icu platform developed or utilized by Partner that are not specific to Client's implementation remain the intellectual property of Partner.

3.2 Store.icu Credentials​

(a) Each Party acknowledges that Store.icu login credentials, API keys, and authentication tokens constitute highly sensitive Confidential Information.

(b) Neither Party shall share the other Party's Store.icu credentials with any unauthorized third party.

(c) Each Party shall implement reasonable security measures to protect all Store.icu credentials, including but not limited to:

  • Using strong, unique passwords
  • Enabling two-factor authentication when available
  • Promptly revoking access for any Representatives who no longer require it
  • Maintaining an access log of all individuals with platform credentials

4. INTELLECTUAL PROPERTY RIGHTS​

4.1 Ownership of Confidential Information​

All Confidential Information remains the property of the disclosing Party. The disclosure of Confidential Information to the receiving Party does not grant any express or implied license, right, title, or interest in or to such Confidential Information, including any intellectual property rights, except as expressly provided in this Agreement.

4.2 No Reverse Engineering​

The receiving Party agrees not to reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the disclosing Party's Confidential Information and that are provided to the receiving Party under this Agreement.

5. TERM AND TERMINATION​

5.1 Term​

This Agreement shall commence on the Effective Date and shall continue for a period of [NDA_TERM_YEARS] years (the "Term"), unless terminated earlier as provided herein.

5.2 Survival​

Notwithstanding the termination or expiration of this Agreement, the obligations of confidentiality and non-use with respect to Confidential Information disclosed during the Term shall survive for a period of [SURVIVAL_YEARS] years after the termination or expiration of this Agreement.

5.3 Return or Destruction of Confidential Information​

Upon the earlier of: (a) the termination or expiration of this Agreement; (b) the completion of the Purpose; or (c) the disclosing Party's written request,

the receiving Party shall promptly: (i) return to the disclosing Party all documents and tangible materials (and any copies) containing, reflecting, or based on the disclosing Party's Confidential Information; (ii) permanently erase all of the disclosing Party's Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery and/or information technology backup systems (and such copies shall be destroyed upon the normal expiration of the backup files); and (iii) certify in writing to the disclosing Party that it has complied with the requirements of this clause.

6. REMEDIES​

6.1 Equitable Relief​

Each Party acknowledges that any breach of this Agreement may cause irreparable harm to the other Party for which monetary damages may be inadequate. Accordingly, either Party may seek injunctive relief and any other available equitable remedies to enforce the terms of this Agreement, without the need to post a bond or other security.

6.2 Indemnification​

Each Party agrees to indemnify and hold harmless the other Party from any damage, loss, cost, or liability (including reasonable attorney fees) arising out of or resulting from any unauthorized use or disclosure of the other Party's Confidential Information.

7. GENERAL PROVISIONS​

7.1 Governing Law​

This Agreement shall be governed by and construed in accordance with the laws of [GOVERNING_LAW_JURISDICTION], without regard to its conflict of laws principles.

7.2 Dispute Resolution​

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by:

[OPTION 1: ARBITRATION CLAUSE] arbitration under the [ARBITRATION_RULES] of the [ARBITRATION_INSTITUTION], which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be [ARBITRATION_LOCATION]. The tribunal shall consist of [NUMBER_OF_ARBITRATORS] arbitrator(s). The language of the arbitration shall be English.

[OPTION 2: LITIGATION CLAUSE] the exclusive jurisdiction of the courts of [COURTS_JURISDICTION].

7.3 Entire Agreement​

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

7.4 Amendments​

This Agreement may only be modified or amended by a written instrument executed by both Parties.

7.5 No Waiver​

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

7.6 Severability​

If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the illegal, invalid, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it legal, valid, and enforceable.

7.7 Assignment​

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder, without the prior written consent of the other Party, except that either Party may assign this Agreement to its successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

7.8 No Agency​

Nothing in this Agreement is intended to create any agency, partnership, or joint venture between the Parties.

7.9 Notices​

All notices required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile, or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as either Party may specify in writing.

7.10 Counterparts​

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted via PDF shall be deemed to be original signatures.

8. EXECUTION​

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[PARTNER_COMPANY_NAME]

By: _ Name: [AUTHORIZED_SIGNATORY_NAME] Title: [AUTHORIZED_SIGNATORY_TITLE] Date: [SIGNING_DATE]

[CLIENT_COMPANY_NAME]

By: _ Name: [AUTHORIZED_SIGNATORY_NAME] Title: [AUTHORIZED_SIGNATORY_TITLE] Date: [SIGNING_DATE]

IMPLEMENTATION NOTES​

How to Use This Template​

  1. Replace all bracketed placeholders (e.g., [PARTNER_COMPANY_NAME]) with the appropriate information.
  2. Choose between the arbitration clause (Option 1) or litigation clause (Option 2) in Section 7.2 and delete the unused option.
  3. Consult with legal counsel to ensure the agreement meets your specific business needs and complies with relevant laws.
  4. Ensure both parties receive a copy of the executed agreement.

Customization Options​

Term Length​

  • Standard term: 3-5 years
  • For highly sensitive projects: 5-10 years
  • For routine engagements: 2-3 years

Survival Period​

  • Standard survival: 3-5 years after termination
  • For highly sensitive information: 5-7 years
  • For trade secrets: Consider indefinite protection

Governing Law​

  • Consider the jurisdiction where:
    • Partner's business is primarily located
    • Client's business is primarily located
    • The majority of the work will be performed

Dispute Resolution​

  • Arbitration is often preferred for:
    • International client relationships
    • Concerns about confidentiality
    • Desire for faster resolution
  • Litigation may be preferred for:
    • Domestic client relationships
    • Need for injunctive relief
    • Potential precedent-setting

Additional Clauses to Consider​

Depending on the specific engagement, you might want to add:

  1. Non-Solicitation Clause: Preventing either party from soliciting the other's employees or clients
  2. Specific Performance Metrics: Defining confidentiality compliance measures
  3. Export Control Compliance: For international client relationships
  4. Force Majeure Clause: Addressing confidentiality obligations during extraordinary events
  5. Data Privacy Addendum: For handling personal data subject to privacy regulations
  6. Residual Information Clause: Addressing information retained in unaided memory

This template provides a starting point but should be reviewed by legal counsel before use. Laws regarding confidentiality vary by jurisdiction and industry, and this agreement should be tailored to your specific business relationship and applicable legal requirements.