Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
VISITOR NON-DISCLOSURE AGREEMENT
This Visitor Non-Disclosure Agreement ('Agreement') is made and entered into effective as of {{date}}, by and between:
{{company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its registered office located at {{company_address}} (hereinafter referred to as 'the Disclosing Party');
AND
{{visitor_name}}, of {{visitor_address}}, holding {{visitor_identification_type}} number {{visitor_identification_number}} (hereinafter referred to as 'the Receiving Party').
1. Purpose
The Receiving Party acknowledges that during their visit to the premises of the Disclosing Party located at {{visit_location}}, they may be exposed to certain confidential information for the purpose of {{purpose_of_visit}}.
2. Definition of Confidential Information
For the purposes of this Agreement, 'Confidential Information' shall include, but not be limited to, all information, whether written or oral, tangible or intangible, disclosed by the Disclosing Party to the Receiving Party, including without limitation: business plans, financial information, customer lists, technical data, product designs, trade secrets, processes, formulas, software, marketing strategies, and any other information designated as confidential or which, by its nature, would reasonably be understood to be confidential.
3. Obligations of Receiving Party
The Receiving Party agrees to:
(a) Hold all Confidential Information in strict confidence;
(b) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) Not use the Confidential Information for any purpose other than the stated purpose of the visit;
(d) Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
(e) Restrict access to the Confidential Information to those of its employees, agents, or representatives who need to know such information for the purpose of the visit and who are bound by confidentiality obligations at least as restrictive as those contained herein.
4. Exclusions from Confidential Information
The obligations of confidentiality contained in this Agreement shall not apply to information that:
(a) Is or becomes publicly available through no act or omission of the Receiving Party;
(b) Was in the Receiving Party’s rightful possession prior to disclosure by the Disclosing Party;
(c) Is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
(e) Is required to be disclosed by law or by a governmental or judicial order, provided that the Receiving Party gives prompt written notice to the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in any attempt to obtain a protective order.
5. Term and Termination
This Agreement shall commence on the Effective Date and remain in full force and effect for a period of {{term_duration}} from the date of disclosure of the Confidential Information, or until such time as the Disclosing Party agrees in writing to its termination.
Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and all copies thereof, and certify such destruction in writing to the Disclosing Party.
6. Remedies
The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek injunctive or other equitable relief to prevent or restrain any threatened or actual breach of this Agreement.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, and the parties hereby submit to the exclusive jurisdiction of the courts of {{jurisdiction_city}}, {{governing_law_country}} for the resolution of any disputes arising hereunder.
8. Entire Agreement
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
9. Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Signature Block
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
For and on behalf of {{company_name}} (Disclosing Party):
___________________________
Name: {{company_representative_name}}
Title: {{company_representative_title}}
Date: {{signature_date}}
For and on behalf of {{visitor_name}} (Receiving Party):
___________________________
Name: {{visitor_name}}
Date: {{signature_date}}
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