Non Disclosure Agreement Template Kenya

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this [____] day of [____________], 20[____] (the "Effective Date").

BY AND BETWEEN:

[NAME OF DISCLOSING PARTY], a company incorporated in Kenya with registration number [____________] and having its registered office at [________________________________________] (hereinafter referred to as the "Disclosing Party");

AND

[NAME OF RECIPIENT PARTY], a [Company/Individual] incorporated/residing in Kenya with [Registration/ID Number] [____________] and having its registered office/address at [________________________________________] (hereinafter referred to as the "Recipient").

(Collectively referred to as the "Parties" and individually as a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or electronically, including but not limited to business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) Not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the purpose of [DESCRIBE THE PERMITTED PURPOSE, E.G., EVALUATING A POTENTIAL BUSINESS PARTNERSHIP] (the "Purpose"); d) To restrict access to Confidential Information to employees or professional advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes public knowledge through no fault of the Recipient; b) Was rightfully in the Recipient's possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Recipient without use of the Disclosing Party’s Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided that the Recipient gives the Disclosing Party prompt notice of such requirement.

4. TERM AND TERMINATION

The obligations of confidentiality shall remain in effect for a period of [____] years from the Effective Date. Upon the written request of the Disclosing Party or the termination of the relationship between the Parties, the Recipient shall promptly return or destroy all copies of the Confidential Information in its possession.

5. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate. Consequently, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available under the laws of Kenya.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in [CITY, E.G., NAIROBI], Kenya.

7. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

FOR AND ON BEHALF OF THE DISCLOSING PARTY:

Signature: __________________________ Name: [__________________________] Title: [__________________________] In the presence of: _________________

FOR AND ON BEHALF OF THE RECIPIENT:

Signature: __________________________ Name: [__________________________] Title: [__________________________] In the presence of: _________________