MUTUAL NON-DISCLOSURE AGREEMENT
WHEREAS
- the Parties desire to enter into a service-taking relationship whereby the Customer may receive services or access materials and resources provided by ExcelDemy;
- ExcelDemy may need to disclose certain confidential and proprietary information to the Customer to provide services or materials;
- the Parties wish to protect the confidentiality and proprietary nature of the disclosed information; and
- the Parties agree to the terms and conditions outlined in this Agreement to protect such information.
Each party agrees to protect the Confidential Information disclosed to each other on the terms of this agreement and the proprietary nature of the disclosed information.
AGREEMENT TERMS
1. CONFIDENTIAL INFORMATION
1.1 Definition: “Confidential Information” means any information, data, documents, materials, and knowledge that is disclosed by the Company to the Customer or by the Customer to the Company, in connection with the services or materials provided (the “Purpose”). Confidential Information may be in written, electronic, verbal, or any other form and may include, but is not limited to, trade secrets, business plans, financial data, customer lists, technical specifications, software, and any other information marked as “confidential” or that should reasonably be understood as confidential.
1.2 Exclusions: The obligations under this Agreement shall not apply to information that is publicly available or becomes known to the receiving Party through legal means from a third party who is not in breach of any confidentiality obligations.
2. NON-DISCLOSURE OBLIGATIONS
2.1 Use: The Parties agree to use the Confidential Information solely for the Purpose and not for any other purpose.
2.2 Disclosure: The Parties shall not disclose the Confidential Information to any third party, except as permitted by the other Party in writing.
2.3 Exceptions: The Parties may disclose the Confidential Information to their employees, contractors, or agents on a need-to-know basis, provided that such individuals are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement.
3. CONFIDENTIALITY OBLIGATIONS
3.1 Duty of Care: Each Party shall exercise reasonable care to protect the confidentiality of the other Party’s Confidential Information.
3.2 Security Measures: Each Party shall implement and maintain proper and effective security measures to safeguard the Confidential Information from unauthorized access, use, copying, or disclosure.
4. TERM AND TERMINATION
4.1 Term: This Agreement shall commence on the Effective Date and continue for endure indefinitely unless terminated earlier by mutual written consent of the Parties.
4.2 Return or Destruction: Upon termination of this Agreement or the written request of a Party, the other Party shall promptly return or destroy all tangible and electronic copies of the Confidential Information, except as required by law.
5. GOVERNING LAW
This Agreement shall be governed by and construed following the laws of [Bangladesh Jurisdiction Section 73 of the Contract Act, 1872], without regard to its conflict of laws principles.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements before the date of this agreement. The Parties confirm that they have not placed reliance on any representation, warranty, or agreement concerning the subject matter of this Agreement that is not explicitly outlined in this Agreement. Additionally, no such representation, warranty, or agreement holds any validity or effect from the date of this Agreement.
