Visitors Non-Disclosure Agreement

Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 6

VISITORS NON-DISCLOSURE AGREEMENT

This Agreement is entered into between:

[SPECIFY THE NAME OF THE COMPANY]


[SPECIFY THE TYPE OF CORPORATION OR BUSINESS]
[SPECIFY THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY]
(herein known as the “Company”)

-and-

[SPECIFY THE NAME OF THE VISITOR]


[SPECIFY THE TYPE OF VISITOR]
[SPECIFY THE PRINCIPAL PLACE OF BUSINESS OR THE ADDRESS OF THE VISITOR]
(herein known as the”Visitor”), employee/s of which who shall be given access are specified
in Exhibit A.

This Agreement is entered into on the date specified below.

This Agreement is entered by the parties in consideration of the Visitor having access to
[SPECIFY THE LOCATION OR THING THAT THE VISITOR WILL HAVE ACCESS TO]. As
such, the Company and the Visitor, in lieu of the access granted to the Visitor, agrees to the
following terms:

RECITALS

1. The Visitor agrees to this Agreement to ensure the protection of the Company’s
Confidential Information.

2. The Visitor agrees to this Agreement to ensure his/her safety and security.

3. The term “Confidential Information” shall be construed in the following manner:


1. PROCESSES. This include but is not limited to, chemical, manufacturing or
mechanical processes.

2. BUSINESS METHODS AND STRATEGIES. This include but is not limited to,
marketing schemes, advertising, business plans or new product line and
business segment announcements.
3. BLUEPRINTS, DESIGNS OR OTHER SPECIFICATIONS. This include
but is not limited to, product designs, machinery and structures, and other
manufacturing specifications.

4. FORMULAS. This include but is not limited to, product and investment formulas.

5. CUSTOMER LIST AND SUPPLIER LIST. This includes the list of previous,
current and possible customers and suppliers of the company as may possibly
be inferred from the previous and current customer lists.

As such, “Confidential Information may also include the confidential information obtained by
the Company from third parties that can also be disclosed by the Company to the Visitor.

4. It is the responsibility of the Visitor to keep any Confidential Information to be


confidential. The Visitor is prohibited from disclosing these Confidential Information to
any third party. In relation to this, the Visitor is also prohibited from disclosing to the
Company any confidential information of any third party that the Visitor has access to
but cannot be afforded to the Company.

5. In the event that, in the future the Visitor is compelled by a competent authority or the
court to disclose any Confidential Information as regards the Company, the Visitor has
an obligation to send a notice to the Company so the Company can promptly request
for a protective order on their Confidential Information.

6. In cases when there are tangible Confidential Information that are obtained by the
Visitor from the Company, the Visitor shall be obliged in the return of the Confidential
Information to the Company when the Company requests for the return of such
Confidential Information.
The following are considered tangible Confidential information:
1. Printed List of previous, current and probable customers or suppliers of the
company.
2. Printed copy of product formulas, blueprints, designs, or any other confidential
process and trade secrets of the company.
3. Electronic devices such as computers, tablets or smartphones, flash drives,
compact discs or diskettes containing, confidential information, processes or
trade secrets.
4. Financial Reports, intercompany reports, tax returns, Articles of Incorporation,
Corporate by-laws, Payroll lists, stockholders lists, internal policies and
regulations.

7. As regards the Intellectual Property Rights, the Visitor shall not be granted any
Intellectual Property Rights from the Confidential Information from the Company. There
shall also be no transferring of such from the Company to the Visitor, as the access on
the Confidential Information is only temporary.

8. This Agreement shall not be construed so as to mean that there is a creation of any
kind of relationship between the Company and the Visitor. The access of the
Confidential Information shall not create any joint venture or fiduciary relationship
between the parties. No presumption in favor of any kind of relationship shall exists by
virtue of this Agreement.

9. In the event that there are faculties or locations which are restricted, or which are
available to certain employees only, the Company shall not be under any obligation to
give access to such faculties or locations to the Visitor. As such, the Visitor can not
compel the Company to give access to such.

10. This Agreement shall be the only Agreement entered into between the Company
and the Visitor as regards the non-disclosure of Confidential Information. Any kind of
agreement that is of the same nature as this shall be superseded by this Agreement,
and any rights and obligations by the Company arising from the prior agreements shall
be invalid and enforceable.
11. In the event that the Visitor commits a breach of this Agreement, the Company
may enforce their rights against the Visitor and the Visitor shall be liable for the costs
and attorney’s fees that the Company may incur for the enforcement of such rights.

12. In the event that a part of this Agreement is invalid or unenforceable, the
invalidity of such stipulation shall not affect the validity of the other parts or stipulations
or the whole Agreement.
13. This Agreement shall not be transferable to any other party and shall only be
available to the Visitor, as provided in this Agreement. Any assignment on this
Agreement shall only be valid when consent is given by the Company.

14. The term of this Agreement shall be for a period of [SPECIFY THE NUMBER OF
DAYS OF EFFECTIVITY OF THIS AGREEMENT] and be effective on the [SPECIFY
THE MONTH/DATE/YEAR]. [SPECIFY OTHER STIPULATION OR TERMS AS
REGARDS THE TERMINATION OF THIS AGREEMENT]

15. This Agreement shall be governed by the [SPECIFY THE PROVISION OF LAW
AS REGARDS NON-DISCLOSURE AGREEMENTS OR CONFIDENTIALITY] of the
state of [SPECIFY THE NAME OF THE STATE].

THEREOF, the parties agree to the terms of this Agreement.

Signed by:

[INSERT THE SIGNATURE OF THE AUTHORIZED REPRESENTATIVE OF THE COMPANY]


[INSERT THE COMPLETE NAME OF THE AUTHORIZED REPRESENTATIVE OF THE
COMPANY]
[INSERT THE TITLE OF THE AUTHORIZED REPRESENTATIVE OF THE COMPANY]
[INSERT THE COMPLETE NAME OF THE COMPANY]
[INSERT THE DATE OF SIGNING THIS AGREEMENT]

-and-
[INSERT THE SIGNATURE OF THE AUTHORIZED REPRESENTATIVE OF THE VISITOR]
[INSERT THE COMPLETE NAME OF THE AUTHORIZED REPRESENTATIVE OF THE
VISITOR]
[INSERT THE TITLE OF THE AUTHORIZED REPRESENTATIVE OF THE VISITOR]
[INSERT THE COMPLETE NAME OF THE VISITOR’S COMPANY]
[INSERT THE DATE OF SIGNING THIS AGREEMENT]

You might also like