Starting negotiations with the counterparties and contractors companies usually require the Non-disclosure agreement (NDA) or confidentiality agreement.
Lawyers of the Zilver law Attorney recommend to draft special NDA for each case, however some start-ups prefer to use templates of the contracts. Therefore we offer you free template of the confidentiality agreement.
CONFIDENTIALITY AGREEMENT
Kyiv, Ukraine __________ 20_
Attorneys association “Attorney”, hereinafter referred to as the Attorney, represented by Mrs. Attorney, acting on the basis of Charter, on the one side, and
Law Attorney “Lawyer”, hereinafter referred to as the Lawyer, represented by Mr. Lawyer, acting on the basis of Charter, on the other side,
hereinafter jointly referred to as the Parties,
have concluded the present Agreement on the following:
- SUBJECT OF THE AGREEMENT
1.1. The Attorney provides the Lawyer with confidential information related to the Attorney’s legal activity which is specified in cl.1.2 hereof and hereinafter referred to as the Information.
1.2. The Information comprises: drafts, code.
1.3. The Information is handed over to the Lawyer with the purpose of providing legal services in Ukraine.
- OBLIGATIONS OF THE PARTIES
2.1. The Attorney undertakes to hand over the Information under the terms hereof. The Attorney shall specify the Information, giving a notice of its confidential nature. The Information shall be delivered by providing access to the cloud storage.
2.2. The Lawyer undertakes not to disclose the Information or make it available for any third persons without the Attorney’s consent except as provided by the Ukrainian law.
2.3. The Lawyer undertakes to take measures for safeguard the confidentiality of information providing the privacy such way when the possibility of unauthorized disclosure and use of information is excluded.
2.4. The Lawyer undertakes to use the Information only for the purposes specified in cl. 1.3 hereof.
2.5. The Lawyer undertakes to exert every effort so that to prevent unauthorized access to the Information.
- SPECIAL TERMS
3.1. The Lawyer shall not have any obligations with respect to the data which meet any of the following requirements and as such are not considered as the Information:
3.1.1. The data have been well-known to the Lawyer as of the date of signing hereof and the Lawyer can prove the legality of their earlier receipt;
3.1.2. The data are or become well-known to indefinite circle of persons as a result of deliberate or incautious actions undertaken by the Attorney or as a result of the Attorney’s inactivity or negligence;
3.1.3. The data are received by the Lawyer on legal grounds from a third person without limitation or breach hereof, which can be proved by the Lawyer;
3.1.4. The data are allowed for promulgation by the Attorney.
- LIABILITY OF THE PARTIES
4.1. In case of non-fulfillment or improper fulfillment of obligations hereunder by a Party, the Party in fault is bound to compensate the counterparty for losses incurred.
4.2. The compensation of losses incurred as a result of non-fulfillment or improper fulfillment of obligations does not relieve the Party in fault from responsibility to perform its duties hereunder.
- FORCE MAJEURE
5.1. No Party is liable in case of non-fulfillment, untimely or improper fulfillment of any obligation hereunder if the said non-fulfillment, untimely or improper fulfillment is due to occurrence and/or action of force majeure circumstances, such as fires, floods, earthquakes and other natural disasters, wars, military actions of any kind, as well as any other circumstances which are beyond the control of the Parties (the Party) including the adoption of a law or other normative act prohibiting a provision hereof; legitimate claims of Ukrainian state authorities and administration, binding a Party to hand over the Information to a competent authority; perpetration of illegal actions by third persons with respect to either of the Parties which result in unauthorized disclosure of the Information.
5.2. The Party affected by force majeure circumstances shall notify the counterparty of occurrence of such circumstances within 3 (three) days from the moment of their occurrence.
5.3. After cessation of force majeure circumstances, the Party affected by the force majeure circumstances shall inform the counterparty of their cessation within 3 (three) days from the moment of cessation.
5.4. Within the period of duration of force majeure circumstances, the Party affected by force majeure circumstances shall undertake all possible measures in order to prevent the dissemination of the Information among third persons and to limit their access to the Information.
5.5. Occurrence of force majeure circumstances at the moment of non-fulfillment or improper fulfillment of obligations hereunder deprives the Party in fault of its right to refer to the force majeure circumstances as the ground relieving it from responsibility.
5.6. Occurrence, action, and cessation of force majeure circumstances shall be confirmed by the document issued by a competent authority.
5.7. If the Party affected by force majeure circumstances breaks cl. 5.2 and 5.3 hereof, the Party loses its right to refer to the force majeure circumstances as the ground relieving it from responsibility.
- NOTIFICATION
6.1. Any messages or notices hereunder shall be sent by courier, registered letter, or other registered mail to the addresses specified by cl. 8 hereof.
6.2. A notice is considered to be received by a Party:
6.2.1. on the day of its delivery by courier, which shall be confirmed by a receipt signed by an authorized representative of the Party-addressee; and/or
6.2.2. on the day of delivery of a registered letter or other registered mail which shall be confirmed by a receipt signed by an authorized representative of the Party-addressee.
- MISCELLANEOUS
7.1. The present Agreement is considered to be concluded from the moment of its signing and stamping by the Parties and is valid sine die.
7.2. The present Agreement is executed in duplicate of equal legal force in English and Ukrainian, with each Party holding one copy. Ukrainian text prevails.
7.3. None of the Parties may unilaterally refuse from the fulfillment hereof or unilaterally change terms hereof.
7.4. All changes and additions to the present Agreement are legitimate and are an integral part hereof if they are executed in writing, signed and stamped by duly authorized representatives of the Parties.
7.5. Once the Agreement is signed all prior negotiations between the Parties, correspondence, preliminary agreements, and protocols of intent bearing on matters related hereto lose their legal effect in the part pertinent hereto and are considered to be confidential information with all consequences implied hereunder.
7.6. All matters which are not regulated hereby shall be governed by the Ukrainian law.
7.7. In case any disputes or contradictions arise regarding the questions which ensue from the Agreement or concern it, the Parties are to take measures to resolve these questions by means of negotiations.
Disputes and contradictions between the Parties which arise from the Agreement, disputes regarding the questions which are not envisaged by the Agreement, but arise from the Agreement, disputable questions regarding the termination of the Agreement and its validity are to be resolved by the International Commercial Arbitration Court of the Trade-Industrial Chamber of Ukraine in accordance with the rules and procedures of this Court. In this case the Ukrainian laws are to be applied.
7.8. In case of any change in address, telephone number, or Lawyer details, the Party concerned shall inform the counterparty of the change within 3 (three) days from the moment of alteration.
7.9. Each Party undertakes not to disclose in any way by any means to anybody the fact of existence of the present Agreement without prior written consent of the counterparty.
- DETAILS AND SIGNATURES OF THE PARTIES:
Attorney ____________
Lawyer ____________
Lawyers and attorneys of the Zilver law company may draft or check contracts and provide othe legal services. Our contacts: +380501409560 (Viber, WhatsApp, Telegram), e-mail: info@zilver.com.ua.
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