NON-DISCLOSURE AGREEMENT (NDA)
THIS NON DISCLOSURE AGREEMENT (the
“Agreement”) is made on the Effective Date, by
and between XX (“Company” or Disclosing
Party”) and XX the (“Receiving Party”) (each a
“Party” and together, the “Parties”) :
Effective Date: XX
RECITALS:
A. The Disclosing Party wishes to share
Confidential Information with the Receiving
Party regarding the following proposed
business purpose:
XXX
B. The Company is only willing to disclose
Confidential Information to the Receiving
Party in furtherance of the Purpose, and
subject to the conditions and the restrictions
set out in this Agreement.
In consideration thereof, the Parties agree as
follows:
1. Definitions.
“Affiliate” means any person controlled by or
under common control with another person,
provided that in connection with the
Company, Affiliate shall only include a
person controlled directly or indirectly by
XXX.
“Confidential Information” means all
information disclosed directly or indirectly by
the Disclosing Party to the Receiving Party
or any of its Representatives in connection
with or related to the Purpose, regardless of
the form or manner of disclosure (including
oral and written information, and information
learned by the Receiving Party through
inspection of the Disclosing Party’s
premises, property and products).
Information will not be considered
Confidential Information for the purposes of
this Agreement if the Receiving Party can
clearly demonstrate that such information:
a. has passed into the public domain
other than as a result of a breach of
any obligation of confidentiality by
the Receiving Party; or
b. was independently developed by the
Receiving Party without use of or
reference to the Confidential
Information.
“Representative” means any director,
officer, employee, agent, attorney,
accountant, advisor of a Party or any of
its Affiliates.
2. Keep Confidential.
The Receiving Party agrees to keep the
Confidential Information strictly confidential and:
a. not to disclose the Confidential
Information directly or indirectly to
any third party except to a
Representative who has a need to
know the Confidential Information for
the furtherance of the Purpose;
b. not to use the Confidential
Information for any purpose other
than the Purpose;
c. not to make or permit to be made,
any copies or other documents
containing Confidential Information,
except as required for the Purpose;

d. not to incorporate the Confidential
information into any of its products,
processes or documents, or exploit
the Confidential Information in any
other manner;
e. to ensure the proper and secure
storage of the Confidential
Information so that it is readily
identifiable as Confidential
Information of the Disclosing Party;
and
unless prohibited by law, to
immediately inform the Disclosing
Party if it is required to disclose
Confidential Information by a court,
governmental or regulatory authority
or stock exchange and to delay
disclosure, if and to the extent
permitted or practicable, until the
Disclosing Party has had an
opportunity to seek a protective
remedy.
3. Authorized Disclosure
Notwithstanding clause 2 (Keep
Confidential), the Receiving Party may
disclose the Confidential Information:
a. as required by law, a court of
competent jurisdiction, governmental
or regulatory authority or stock
exchange with authority at law to
require such disclosure, provided
that prior to such disclosure the
Receiving Party has complied with its
obligations under clause 2;
b. with the express written consent of
the Disclosing Party.
The Receiving Party is responsible for
any breach of this Agreement by any of
its Representatives and will ensure that
its Representatives take reasonable
precautions to safeguard the
confidentiality of the Confidential
Information.
4. Unauthorised Disclosure.
The Receiving Party will immediately
notify the Disclosing Party of any
unauthorized disclosure or use of the
Disclosing Party’s Confidential
Information and will take all reasonable
actions to protect the Confidential
Information and prevent any further
unauthorized disclosure or use.
5. Title.
The Disclosing Party retains sole and
exclusive title to the Confidential
Information. Nothing in this Agreement
conveys to the Receiving Party any right,
title, or interest in any of the Disclosing
Party’s Confidential Information.
6. Trade Secrets and Intellectual
Property.
Trade secrets and intellectual property of
the Disclosing Party shall be entitled to
all protections and benefits available
under applicable law, in addition to the
protections and benefits provided under
this Agreement.
7. Warranty Disclaimer.
The Parties acknowledge and agree that
the Disclosing Party makes no
representation or warranty, whether
express or implied, statutory or
otherwise, with respect to the
Confidential Information, and to the
fullest extent permitted by law expressly
disclaims all implied warranties.
8. Term and Continuing Obligations.
This Agreement shall commence on the
Effective Date and shall remain in full
force and effect until two (2) years from
the Effective Date.
9. Return of Confidential Information.
On request of the Disclosing Party, the
Receiving Party shall promptly return or
destroy (and confirm such in writing) all
 materials in whatever form, containing exercise of such right preclude any other
Confidential Information, whether or further exercise of that or any other
prepared by it or by the Disclosing Party. right under this Agreement
Notwithstanding, the foregoing,
11. Ethical Business Practices.
a. the Receiving Party’s legal counsel
or its Representatives may retain a The Parties warrant and represent that a
copy of the Confidential Information definitive agreement is to be negotiated
to monitor compliance with this and concluded and will not be entered in
agreement or as required under to as a result of a bribe or other
applicable laws and professional inducement.
standards; and
12. Applicable Law.
b. the Receiving Party and its
This Agreement and the rights of the
Representatives shall be under no
Parties to this Agreement shall be
obligation to erase or destroy
governed by and construed in
Confidential Information retained
accordance with the laws of Spain,
through routine back-up archival
without regard to its conflict of law
electronic storage in the ordinary
principles.
course of business.
13. Entire Agreement; Amendment;
Any copy of Confidential Information
Waiver.
retained according to the forgoing shall
be subject to the confidentiality and non-
The Agreement may only be amended or
use provisions set forth herein,
modified in writing and signed by both
notwithstanding the termination or
Parties. Neither Party shall be deemed to
expiration of this Agreement.
have waived any term or provision of this
10. Remedies and Waiver. Agreement unless such waiver is in
writing and signed by the Party to be
Each Party acknowledges and agrees bound by such waiver.
that:
14. Counterparts; Execution.
a. a breach of this Agreement would
cause the Disclosing Party The Agreement may be executed in
irreparable harm that cannot be counterparts, each of which shall be
adequately remedied by monetary deemed an original and all of which shall
damages alone; and constitute one and the same instrument.
Execution may be by electronic
b. in the event of an actual or signatures and effected by delivery of
threatened breach of this Agreement facsimiles of or electronically scanned
by the Receiving Party, the signature pages.
Disclosing Party will be entitled to
injunctive relief and/or specific
performance in any court of
competent jurisdiction. Such (Signature page Follows)
remedies are in addition to any other
remedy that may be available to the
Disclosing Party at law or at equity.

No failure or delay by either Party in

exercising any right under this
Agreement shall operate as a waiver of
such right nor shall any single or partial
SIGNATURES NDA

COMPANY 1

By:_________________________

Name:______________________

Title:_______________________

Date:_______________________

By:_________________________

Name:______________________

Title:_______________________

Date:_______________________

COMPANY 2

By:_________________________

Name:______________________

Title:_______________________

Date:_______________________

By:_________________________

Name:______________________

Title:_______________________

Date:_______________________