NON-DISCLOSURE AGREEMENT

THIS AGREEMENT is made on

Friday, January 10, 2014

BETWEEN
1. (the "Disclosing Party"); and
2. (the "Receiving Party"),
collectively referred to as the "Parties".
RECITALS
A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information
relating to [Software development and IT projects], which to the extent previously, presently, or
subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of
the Disclosing Party.
OPERATIVE PROVISIONS
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party
hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable
precautions to protect such Proprietary Information (including, without limitation, all precautions the
Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such
Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use
whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with
the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The
Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary
Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar
agreement in content substantially similar to this Agreement
2. INTELLECTUAL PROPERTY RIGHTS.

I.

Inventions and Intellectual Property Rights. As used in this Agreement, the term Invention
means any ideas, concepts, information, materials, processes, data, programs, know-how,
improvements, discoveries, developments, designs, artwork, formulae, other copyrightable
works, and techniques and all Intellectual Property Rights therein. The term Intellectual
Property Rights means all trade secrets, copyrights, trademarks, mask work rights, patents and
other intellectual property rights recognized by the laws of any country.

II.

Background Technology. As used in this Agreement, the term Background Technology means
all Inventions developed by Receiving Party other than in the course of providing services to Buyer
hereunder and all Inventions acquired or licensed by Receiving Party that Receiving Party uses in
performing services under this Agreement or incorporates into Work Product. Receiving Party will
disclose any Background Technology which Receiving Party proposes to use or incorporate. If
Receiving Party discloses no Background Technology, Receiving Party warrants that it will not use
Background Technology or incorporate it into Work Product provided pursuant thereto.
Notwithstanding the foregoing, unless otherwise agreed in the Project, Receiving Party agrees that
it will not incorporate into Work Product or otherwise deliver to Buyer any software code licensed
under the GNU GPL or LGPL or any other license that by its terms requires, or conditions the use or
distribution of such code on, the disclosure, licensing, or distribution of the Work Product or any
source code owned or licensed by the Buyer.

III.

License to Background Technology. Receiving Party hereby automatically upon receipt of

payment from Buyer, grants to Buyer a non-exclusive, perpetual, fully-paid and royalty-free,
irrevocable and world-wide right, with rights to sublicense through multiple levels of sublicensees, to
reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or
medium, whether now known or later developed, make, have made, use, sell, import, offer for sale,
and exercise any and all present or future rights in the Background Technology incorporated or
used in Work Product.

IV.

Ownership and Assignment of Work Product. Receiving Party agrees that upon receipt of
payment from Buyer, any and all Work Product will be the sole and exclusive property of Buyer. If
Receiving Party has any rights to the Work Product that are not owned by Buyer upon creation or
embodiment, Receiving Party hereby automatically upon receipt of payment from Buyer irrevocably
assigns to such Buyer all right, title and interest worldwide in and to such Work Product. Except as
set forth below, Receiving Party retains no rights to use the Work Product and agrees not to
challenge the validity of Buyers ownership in the Work Product.

V.

License to or Waiver of Other Rights. If Receiving Party has any right to the Work Product that
cannot be assigned by Receiving Party, Receiving Party hereby automatically upon receipt of
payment from Buyer unconditionally and irrevocably grants to Buyer during the term of such rights,
an exclusive, even as to Receiving Party, irrevocable, perpetual, worldwide, fully paid and royaltyfree license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make
derivative works of, distribute, publicly perform and publicly display in any form or medium, whether
now known or later developed, make, use, sell, import, offer for sale and exercise any and all such
rights. If Receiving Party has any rights to the Work Product that cannot be assigned or licensed,

Receiving Party hereby automatically upon receipt of payment from Buyer unconditionally and
irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind
against Buyer or related to Buyers customers, with respect to such rights, and agrees, at Buyers
request and expense, to consent to and join in any action to enforce such rights.

VI.

Assistance. Receiving Party agrees to assist Buyer in every way, both during and after the term of
this Agreement, to obtain and enforce United States and foreign Intellectual Property Rights
relating to Work Product in all countries.

3. Competitive or Conflicting Projects. Receiving Party agrees, during the term of this Agreement, not to
enter into a contract or accept an obligation that is inconsistent or incompatible with Receiving Partys
obligations under this Agreement. Receiving Party warrants that there is no such contract or obligation in
effect as of the Effective Date. Receiving Party further agrees not to disclose to, deliver to, or induce
Buyer to use any confidential information that belongs to anyone other than Buyer or Receiving Party.
4. Confidential Information. Receiving Party agrees that during the term of this Agreement and thereafter,
except as expressly authorized in writing by Buyer, it (a) will not use or permit the use of Confidential
Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement;
(b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such
Confidential Information to any third party without first obtaining Buyers express written consent on a caseby-case basis; (c) will limit access to Confidential Information to Receiving Party personnel who need to know
such information in connection with their work for Buyer; and (d) will not remove any tangible embodiment of
any Confidential Information from Buyers premises without Buyers prior written consent. Confidential
Information includes, but is not limited to, all information related to Buyers

business and its actual or anticipated research and development, including without limitation (i) trade
secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other
works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii)
information regarding products or plans for research and development, marketing and business plans,
budgets, financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the
skills and compensation of Buyers employees, contractors, and any other Receiving Parties; (iv) the
existence of any business discussions, negotiations, or agreements between Buyer and any third party;
and (v) all such information related to any third party that is disclosed to Buyer or to Receiving Party
during the course of Buyers business (Third Party Information). Notwithstanding the foregoing, it is
understood that Receiving Party is free to use information that is generally known in the trade or
industry, information that is not gained as a result of a breach of this Agreement, and Receiving Partys
own skill, knowledge, know-how, and experience.
5.

Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to
the Disclosing Party all Proprietary Information and all documents or media containing any such

Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary
Information is a form incapable of return or has been copied or transcribed into another document, it
shall be destroyed or erased, as appropriate.
6.

The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.

7. The Receiving Party further acknowledges and agrees that no representation or warranty, express or
implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing
Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation
to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party
or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
8. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal
or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be
affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the
consent of the other Party. This Agreement may not be amended for any other reason without the prior
written agreement of both Parties. This Agreement constitutes the entire understanding between the
Parties relating to the subject matter hereof unless any representation or warranty made about this
Agreement was made fraudulently and, save as may be expressly referred to or referenced herein,
supersedes all prior representations, writings, negotiations or understandings with respect hereto.
9. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is
located (or if the Disclosing Party is based in more than one country, the country in which its
headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in
connection with this Agreement to the non-exclusive of the courts in the Territory.
[Disclosing Party]

[Receiving Party]

By: _________________________________

By: _________________________________

Name: ______________________________

Name: ______________________________

Title: _______________________________

NIC No: _____________________________

Address: ____________________________

Address: ____________________________

Date: _______________________________

Date: _______________________________