NON-DISCLOSURE AGREEMENT
Date: ___ July 2020
USA
1. Parties
Disclosing Party:
Receiving Party:
LLC “-------------------------------------”
(I/N ------------------------)
2. Scope of the Agreement
2.1. The Parties are negotiating on concluding the Services (hereinafter the “Purpose”) and accordingly, the
Disclosing Party may have to exchange the confidential information to the Receiving Party. In this NonDisclosure Agreement (hereinafter the “Agreement”), the Parties agree on the restrictions to use and disclosure
of such information.
3. Confidential Information
3.1. For the purpose of this Agreement "Confidential Information" means any and all information of whatever
nature whether oral, written or in electronic or any other form, disclosed directly or indirectly by the Disclosing
Party (hereinafter the “Disclosing Party“) of this Agreement to the Receiving Party (hereinafter the “Receiving
Party“) and/or its Affiliate of this Agreement hereunder, provided that such information is, at the time of its
disclosure, designated as confidential or which, under the circumstances, should reasonably be considered of
confidential nature.
3.2. For the purposes of this Agreement, Confidential Information also includes to shared ideas, visions,
descriptions, concepts, methods, processes, systems, tools, etc. by the Disclosing Party to the Receiving Party
within the framework of the negotiations and related discussions and work processes held in compliance with
this Agreement, provided that they are alleborated by the Disclosing Party independently. Such confidential
information shall not be used, disclosed or transfered by the Receiving Party to any third parties without the
prior consent of the Disclosing Party.
3.3. “Affiliate” shall mean an entity directly or indirectly controlling a Party, under the same direct or indirect
ownership or control as a Party, or directly or indirectly owned or controlled by a Party for so long as such
ownership lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty (50)
percent of the nominal value of the share capital or of more than fifty (50) percent of the shares entitling the
holders to vote for the election of directors or persons performing similar functions.
3.4. Confidential Information shall not include any information:
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a)
which is publicly available at the time of disclosure or later becomes part of the public domain through no
breach of the Agreement by the Receiving Party;
b)
which was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
c)
which a Party has received or will receive from a third party which is not bound by a
duty of confidentiality in relation to such Party;
d)
which can be shown to have been independently developed by the Receiving Party without any reference
to any Confidential Information of the Disclosing Party;
e) the use or disclosure of which has been authorized in writing by the Disclosing Party prior to the intended
use or disclosure of such Confidential Information, or;
f)
with regard to the circumstances obviously could not have been considered as Confidential Information at
the time of disclosure.
3.5. With reference to circumstances set forth in section c) above, the Receiving Party shall not be entitled to
disclose to a third party that the corresponding information have also been received from the Disclosing Party
under the Agreement.
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Obligations regarding Confidential Information
4.1. The Receiving Party shall keep Confidential Information as confidential and shall not use, reproduce, deliver
and/or share (non-gratuitous or gratuitous) the Confidential Information to any third party, including the
competitor companies of Disclosing Party, without the prior written consent of the Disclosing Party.
4.2. The Receiving Party may give access to Confidential Information only to those of its Affiliates, employees
or financial, legal or other advisers and third parties working for that Party from time to time, who need to know
such Confidential Information for carrying out the Purpose. The Receiving Party shall ensure that such persons
or entities, prior to such disclosure, are aware of and comply with the Agreement.
4.3. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use
or disclosure of Confidential Information or any other breach of the Agreement by the Receiving Party or its,
employees or consultants of the Disclosing Party in every reasonable way to help the Disclosing Party regain
possession of Confidential Information and prevent its further unauthorized use or disclosure.
5. Return of Confidential Information
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5.1. At the request and sole discretion of the Disclosing Party, the Receiving Party shall, within fourteen (14)
calendar days from receipt of such request, purge from its system and return all originals, copies, reproductions
and summaries of Confidential Information and all other tangible materials and hardware provided to the
Receiving Party as Confidential Information.
6. Term and Termination
6.1. This Agreement is effective from the date of signing and shall expire upon decision of the Parties. Parties
have the right to terminate the Agreement by one (1) month prior notification.
6.2. The termination Agreement does not relieve either Party of its obligations under the Agreement with respect
to Confidential Information disclosed to it prior to the termination or expiration, which obligations shall remain in
force for a period of six (6) years from the date of such expiration or termination.
7. Dispute settlement
7.1. This Agreement shall be governed by the laws of Georgia.
7.2. Any dispute arising out of or related to this Agreement shall be settled by the Parties amicably through
negotiation. Should Parties fail to reach agreement, the dispute shall be settled in the manner prescribed by the
Georgian legislation.
7.3. This Agreement has been executed in two (2) original counterparts in Georgian and English languages, of
which the Parties have each received one. Notwithstanding that the English and Georgian texts should be
identical, in case of any discrepancy between them, the English text shall prevail.
Disclosing Party:
Receiving Party:
“” CJSC
LLC “-------------------------------------------”
I/N
I/N ------------------------
_________________________________
_________________________________
------------------------
Director
Director
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