Mutual Non Disclosure agreement template

Nous avons vu ici un modèle d’accord de Confidentialité en français pour deux sociétés qui souhaitent protéger leurs droits respectifs de propriétés industrielles, littéraires ou artistiques.

Ci-dessous une version en langue anglaise d’un « Mutual Non Disclosure agreement » en abrégé « NDA » entre une société anglophone et française (dont le siège est à Paris).

Le modèle est totalement personnalisable en fonction des caractéristiques des deux compagnies.

MUTUAL NON DISCLOSURE AGREEMENT TEMPLATE

This agreement is entered into as of the date stated below by and between <COMPANY 1> headquartered at <ADRESS>, and COMPANY <COMPANY 2> ……… headquartered at ……… <ADRESS> ………, (hereafter the « Company »).

Each party understands that the other party may disclose Confidential Information for the purpose of analysing their mutual potential business relationship.

In consideration of the parties’ discussions they agree to be legally bound as follows :

1. The term « Confidential Information », as used herein includes any information, whether written, printed or electronically stored, of whatever nature it may be, and obtained through whatever form communicated by one party to the other. In the event one party discloses to the other Confidential Information orally, the protection of this agreement shall apply only to such disclosure as is subsequently reduced to writing and designated as Confidential within 30 (thirty) days of disclosure. Confidential Information also includes, but is not limited to technical, financial, commercial or other information on each party which relates to its business affairs or its organization, and information that is confidential or proprietary to a third party and is in the possession, custody or control of one party and which has been identified specifically as confidential.

2. Each party will:

a)  use the Confidential Information only for the purpose of analysing its potential business relationship with the other party;

b)  maintain the Confidential Information as confidential and treat it with at least the same level of protection as it affords to its own confidential information ; and,

c)  not disclose the Confidential Information to others or use it for any purpose, except as required by applicable law or legal process, without the prior written consent of the other party. In the event a party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information, it shall notify the other party of such receipt to allow it an opportunity to prevent such disclosure of the Confidential Information. The party shall thereafter be entitled to comply with such subpoena or other process to the extent required by law.

3. Each party may develop, use, or market products or services similar to or competitive with the Confidential Information so long as it shall net thereby breach the Agreement.

4. Should the parties have no business relationship together or upon the written request of one Party at any time, each party will immediately return all copies of Confidential.

Information in its or its advisers possession, custody or control, including all documents, notes and copies thereof containing or referring to Confidential Information, or will destroy all copies of the same and warrant the destruction thereof in writing.

5. The obligations of each party and its advisers recited above shall be perpetual but shall not apply to information which a party can show :

• a)  was in its possession without obligation of confidentiality to others prior to the time of disclosure hereunder, as evidenced by prior written evidence ; or
• b)  is now or becomes hereafter generally available to the public through no fault of the party, but only from the date that such information becomes so, available ; or
• c)  is hereafter acquired by the party on a non-confidential basis from a third party not having to its knowledge a confidential relationship with the other party with respect to such information, or was independently developed by the party, if so, proved in writing to the other party within the 2 (two) working days following the disclosure of the Confidential Information.

6. The agreement is constructed in compliance with the laws of France

7. Any litigation arising from this agreement shall be submitted to the Courts of Paris

Acceptance of the above terms shall be indicated by having this letter countersigned on your behalf and returning one original to <COMPANY>.

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Pour utiliser et personnaliser ce Mutual Non Disclosure agreement template, il vous suffit de faire un « Copier-coller » du texte de cet article dans votre traitement de texte (Microsoft Word ou Writer d’OpenOffice).