This confidentiality agreement (data processing services) template has 8 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our confidentiality agreement (data processing services) template:
CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Contractor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS, Contractor agrees to provide certain professional data processing services to Company as may be assigned from time to time (the "Services"); WHEREAS, Contractor may come into contact with certain financial, commercial and technical information of a confidential nature in performing the Services; WHEREAS, it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of Company's confidential information and materials to which Contractor may have access or which Company may disclose to Contractor in connection with the Services; WHEREAS, Contractor has agreed to protect Company's confidential information and materials and maintain the confidentiality thereof; and WHEREAS, the present agreement shall not be construed or interpreted as constituting a partnership between the parties, its purpose being simply to set forth a clear understanding of our mutual rights and obligations with respect to the information related to the Services; NOW THEREFORE this Agreement in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: 1.1 "Agreement" means this document and the annexed schedules which are incorporated herein together with any future written and executed amendments. "Confidential Information" means information or materials in any form disclosed or made available by Company to Contractor that Contractor knows or has reason to know (either because such information is marked or otherwise identified by Company orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is confidential information of Company, and shall include, without limitation, (a) the current, future and proposed products or services of Company as well as financial, technical, research, operational, sales and marketing information related thereto; (b) ideas, inventions, technical information and works of authorship; (c) trade secrets, business plans, business forecasts, strategies, budgets, prices and costs, financial statements, research sales and distribution arrangements and the identity of contractors and suppliers; and (d) any information regarding the skills and compensation of employees or contractors of Company. Confidential Information shall not include information that: (a) was in the public domain at the time it was disclosed or entered the public domain subsequent to such time through no fault of Contractor; (b) was in Contractor's possession free of any obligation of confidence at the time of disclosure by Company; or (c) was rightfully communicated to Contractor free of any obligations of confidence subsequent to the time of disclosure by Company. 1.3 "Intellectual Property Rights" means all rights, title and interest in and to any and all ideas, discoveries, inventions or creations, and know-how including, without limitation, patents, trade-marks, service marks, designs, integrated circuit topographies, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in [COUNTRY] and in any other country. CONFIDENTIALITY AND NON-DISCLOSURE 2.1 Contractor hereby acknowledges: 2.1.1 that it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of the Confidential Information to which Contractor may have access or which Company may disclose to Contractor in connection with the Services; 2.1.2 that nothing contained in this Agreement shall be construed as granting to Contractor any Intellectual Property Rights in or relating to the Project or the Confidential Information; and 2.1.3 that he is not an employee, agent, partner or joint venturer of Company and will not participate in any employee benefit plans nor receive any other compensation beyond that stated in Schedule "A". 2.2 Contractor hereby agrees: 2.2.1 to keep secret all Confidential Information made available to Contractor in connection with the Project; 2.2.2 to keep secret and to make no use, except for the specific purposes of the Project, and to take all necessary measures and precautions in order to maintain the confidential, proprietary and secret nature and character, of any or all Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise. Without limiting the generality of the foregoing, Contractor agrees that it will not directly or indirectly disclose to others, use for its own benefit or copy or make notes or records of any Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise; to take all necessary precautions to ensure that Contractor's employees, agents, representatives and related persons, shall maintain the secret character of the Confidential Information and shall never use the same except to the extent necessary in connection with the Project. Without limiting the generality of the foregoing, Contractor agrees to limit the dissemination of Confidential Information and restrict access to the Confidential Information to only those of its (or his, as the case may be) employees, agents, representatives and related persons directly involved with the Project and only to the extent that such access is necessary; 2.2.4 to keep no copies, photocopies, drafts or any other form of reproduction of any documents relating to the Confidential Information supplied, compiled or prepared by or for Company or by or for Contractor in connection with the Project, except with the written permission of Company; and to return to Company all the above mentioned documents and copies thereof forthwith upon receipt of a written request to such effect made by Company; 2.2.5 not to install or use any proprietary software of a third party on Company's computer unless the Contractor has, in writing, the software owner's permission or license to do so and Company's written permission to do so; 2.2.6 to provide Company with copies of all materials, documents, notes whether in digital, printed or other form that relate to any obligation under this Agreement. Such copies shall be provided to Company upon Company's request. This obligation shall survive the termination of this Agreement regardless of the method or manner in which it was terminated; 2.2
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