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ITIL : 41 Support
01 Non-Disclosure Agreement
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Party:

of:


 
Party:

of:


1. Both parties to this Agreement intends to disclose information (the Confidential Information) to the other party for the purpose of building, operating and providing the bespoke application service (the Purpose).
2. Both parties to this Agreement are referred to as "the Recipient" when it receives or uses the Confidential Information disclosed by the other party.
3. The Recipient undertakes not to use the Confidential Information disclosed by the other party for any purpose except the Purpose, without first obtaining the written agreement of the other party.
4. The Recipient undertakes to keep the Confidential Information disclosed by the other party secure and not to disclose it to any third party except to its employees and professional advisers who need to know the same for the Purpose, who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in clause 3 above and this clause 4.
5. The undertakings in clauses 3 and 4 above apply to all of the information disclosed by each of the parties to the other, regardless of the way or form in which it is disclosed or recorded but they do not apply to:
  5.1. any information which is or in future comes into the public domain (unless as a result of the breach of this Agreement); or
  5.2. any information which is already known to the Recipient and which was not subject to any obligation of confidence before it was disclosed to the Recipient by the other party.
6. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
7. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.
8. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.
9. The undertakings in clauses 3 and 4 will continue in force for at least ten years from the date of this Agreement.
10. This Agreement is governed by, and is to be construed in accordance with, English law. The English Courts will have non-exclusive jurisdiction to deal with any dispute which has arisen or may arise out of, or in connection with, this Agreement.

Signed:

and dated:

on behalf of:

as duly authorised representative.

  
Signed:

and dated:

on behalf of:

as duly authorised representative.

NDA
-

1. Parties
1. Customer: ....
2. Supplier: ....

2. Meanings
1. Confidential Information
  Both parties to this Non-Disclosure Agreement may disclose "Confidential Information" to the party where that information is not in the public domain.
2. Recipient
  Both parties to this Non-Disclosure Agreement are refered to as the "Recipient" when it receives or uses that Confidential Information disclosed by the other party.
3. Purpose
  Both parties to this Non-Disclosure Agreement intend to disclose Confidential Information to the other party for the "Purpose" of building, operating and providing information technology support.

3. Scope
1. Undertaking
  The Recipient undertakes not to use the Confidential Infomation disclosed by the other party secure for any purpose except the Purpose without first obtaining written agreement of the other party.
2. Security
  The Recipient undertakes to keep the Confidential Infomation disclosed by the other party secure and not to disclose it to any third party except to its employess and professional advisers who need to know the same for the Puspose,   who know they owe a duty of confidence to the other party and who are bound by obligations equivalent to those in the clause "Undertaking" and clause "Security".
3. Exception
  The undertakings in clauses "undertaking" and "security" above apply to all of the information disclosed by each of the parties to the other, ragardless of the way or foem in which it is disclosed or recorded but they do not apply to:
  (a) any information which is or in the future comes into the public domain (unless it is a breach of this agreement), or
  (b) any information which is already known to the Recipient and which was not subject to any obliation of confidence before it was disclosed to the Recipient by the other party.
4. Legal Obligation
  Nothing in this agreement will prevent the Recipient from making any disclosure of the Confidential Information required by lay or by any competent authority.

4. Life Cycle
1. Termination
  The Recipient shall on request of the other party return all copies and records of Confidential Information disclosed by the other party to the Recipient and shall not retain any copies or records of the Confidential Information disclosed by the other party.
2. Ten Years
  The undertakings in clauses "Undertaking" and "Security" shall continue in force for at least ten years from the date of this Non-Disclosure Agreement.

5. Rights
1. Intellectual Property
  Neither this Agreement nor the supply of any Confidential Information grants the Recipient any license, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely or the Purpose.

6. Signed
1. Dated
  14 August 2019.
2. Customer
  As a duly authorised representative: ....
3. Supplier
  As a duly authorised representative: ....

Addendum
-

Supplier
1. As a policy and principal, the supplier shall deploy and demonstrate to the customer the very highest standards of privacy and security - without exception.
2. As a policy and principal, the supplier does not have and shall never own any Intellectual Property that could be disclosed to any other party.   The supplier shall have no reason to know what information is the customers intellectual property.
3. As a policy and principal, the supplier may own secret trade information that shall never be disclosed to any other party for any reason.
4. As a policy and principal, the supplier shall never disclose the name or a person or organization to any other party for any reason - anonomysed job titles and market sectors may be referenced.
5. The supplier shall provide a shared application service that stores all disclosed information so both parties have access to the same information at all times.   In the event of a termination, both parties have access to their own shared information that can be copied and destroyed in accordance with the NDA.

Document Control:
1. Document Title: Non-Disclosure Agreement.
2. Reference: 164101.
3. Description: Non-Disclosure Agreement.
4. Keywords: Non-Disclosure Agreement.
5. Privacy: Public education service as a benefit to humanity.
6. Issued: 13 Feb 2019.
7. Edition: 213.