This Non-Disclosure Agreement (the "Agreement") sets forth the terms and conditions governing the protection and confidentiality of confidential and proprietary information exchanged between Voliom, a USA based software development company ("Voliom"), and any other organization ("Company") seeking to engage in discussions with Voliom for potential business collaboration or partnership.
1. Purpose and Scope of Confidentiality:
The parties acknowledge that during the course of their discussions and collaboration, confidential and proprietary information may be disclosed by both parties. Confidential Information may include, but is not limited to, trade secrets, business plans, financial data, proprietary software, technical specifications, customer lists, and any other information deemed confidential by either party.
2. Obligations of the Parties:
Both parties shall hold the Confidential Information in strict confidence and shall use the Confidential Information solely for the purpose of evaluating potential business collaboration or partnership between the parties.
The parties shall not disclose, reproduce, or use the Confidential Information for any other purpose without prior written consent from the disclosing party.
The parties shall exercise reasonable care to prevent the unauthorized disclosure, use, or dissemination of the Confidential Information.
3. Duration of Confidentiality:
The obligations of confidentiality shall begin on the date of the first disclosure of Confidential Information and shall remain in effect for a specific period of time on (both parties agreement) period of from the date of the last disclosure of Confidential Information between the parties.
4. Exceptions:
The obligations of confidentiality set forth in this Agreement shall not apply to information that:
Is already known to the receiving party at the time of disclosure.
Is publicly available or becomes publicly available without breach of this Agreement.
Is rightfully obtained from a third party without any obligation of confidentiality.
Is independently developed by the receiving party without reference to the Confidential Information.
Is required to be disclosed by law, regulation, or court order. In such cases, the receiving party shall provide prompt notice to the disclosing party to allow for appropriate protective measures.
5. Return or Destruction of Information:
Upon the request of the disclosing party or upon termination of discussions between the parties, the receiving party shall promptly return or, at the disclosing party's discretion, destroy all copies of the Confidential Information in its possession, custody, or control.
6. No License or Transfer of Rights:
Nothing in this Agreement shall be construed as granting, either expressly or by implication, any license or transfer of rights in or to the Confidential Information, except as expressly stated herein.
7. No Commitment to Enter Into Agreement:
This Agreement does not create any commitment or obligation on the part of either party to enter into any further agreement, arrangement, or business relationship.
8. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of the state of Illinois, USA, without regard to its conflicts of laws principles. Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in champaign, Illinois, USA.
By engaging in discussions or accepting the Confidential Information, the parties agree to be bound by the terms of this Agreement and to respect the confidentiality of each other's information.
For any inquiries or to request a signed copy of this agreement, please contact:
