Non Disclosure Agreement
March 12, 2023 2023-05-24 20:10Non Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is made and entered into on [this day] by and between [You, the student of this institute], and Kenima Cyber Security Institute, with a mailing address of [14316 Reese Boulevard W Suite B-1678 Huntersville, NC 28078 United States]
WHEREAS, [YOU, the student] and Recipient desire to discuss certain information that [Kenima Cyber Institute] considers confidential and proprietary.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:
Definition of Confidential Information. “Confidential Information” means any and all technical and non-technical information disclosed by [Kenima Cyber Security Institute,] to YOU, the Student including but not limited to, trade secrets, know-how, research, development, software, databases, specifications, designs, drawings, data, prototypes, samples, plans, marketing and business plans, customer lists, financial information, courses and any other information that is designated as confidential by [Kenima Cyber Security Institute].
Confidentiality Obligations. Recipient agrees to maintain the Confidential Information in confidence and to protect the Confidential Information from unauthorized disclosure using the same degree of care that it uses to protect its own confidential and proprietary information, but in no event less than reasonable care. Recipient agrees not to use the Confidential Information for any purpose except to evaluate a potential business relationship with [Kenima Cyber Security Institute]. Recipient may disclose the Confidential Information only to those of its employees, agents, or contractors who have a need to know the Confidential Information for the purpose of evaluating a potential business relationship with [Kenima Cyber Security Institute]. Recipient shall inform each such employee, agent, or contractor of the confidential nature of the Confidential Information and shall direct such employee, agent, or contractor to maintain the confidentiality of the Confidential Information. Recipient shall be responsible for any breach of this Agreement by its employees, agents, or contractors.
Exceptions to Confidentiality Obligations. The obligations of confidentiality set forth in this Agreement shall not apply to any portion of the Confidential Information that:
(a) was known to Recipient prior to its disclosure by [Kenima Cyber Security Institute];
(b) is or becomes publicly available through no wrongful act of Recipient;
(c) is received by Recipient from a third party who was not under an obligation of confidentiality to [Kenima Cyber Security Institute];
(d) is independently developed by Recipient without reference to or use of the Confidential Information;
(e) is required to be disclosed by law, regulation, or court order, provided that Recipient provides [Kenima Cyber Security Institute] with prompt written notice of such requirement prior to disclosure, and provides [Kenima Cyber Security Institute] with reasonable assistance in obtaining a protective order or other appropriate remedy.
Ownership of Confidential Information. The Confidential Information shall remain the property of [Kenima Cyber Security Institute]. Nothing in this Agreement grants any license or right to use any Confidential Information of [Kenima Cyber Security Institute] except as expressly set forth herein.
Term of Agreement. This Agreement shall commence on the date first written above and shall continue in effect for a period of three (3) years from the date of disclosure of the Confidential Information. However, the obligations of confidentiality set forth in this Agreement shall survive termination of this Agreement and shall remain in effect until the Confidential Information is no longer confidential.
Remedies for Breach. The parties acknowledge that the Confidential Information is valuable and that any breach of this Agreement may cause [Kenima Cyber Security Institute] irreparable harm. In the event of any breach or threatened breach of this Agreement by Recipient, [Kenima Cyber Security Institute] shall be entitled to seek injunctive relief, specific performance, or any other remedy available at law or in equity, without the requirement of posting a bond or of posting any bond or other security.
- Governing Law; Forum Selection Clause.
This Agreement and any claims arising out of this Agreement (or any other claims arising out of the relationship between the parties) shall be governed by and construed in accordance with the laws of the State of North Carolina and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state. Any claims or legal actions by one party against the other shall be commenced and maintained in any state or federal court located in such state, and I hereby submit to the jurisdiction and venue of any such court. - Entire Agreement.
This Agreement sets forth the complete, sole and entire agreement between the parties on the subject matter herein and supersedes any and all other agreements, negotiations, discussions, proposals, or understandings, whether oral or written, previously entered into, discussed or considered by the parties.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as a sealed instrument as of the date written above.
