Non Disclosure Agreement Template Nz

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ________, 20 (the "Effective Date").

BETWEEN:

(1) ____________________________________________________, a company incorporated in New Zealand with company number ____________________, having its registered office at ____________________________________________________ (the "Disclosing Party");

AND

(2) ____________________________________________________, [an individual / a company incorporated in New Zealand with company number ____________________], having [their residential address / its registered office] at ____________________________________________________ (the "Recipient").

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

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1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or electronically, relating to the business, finances, trade secrets, technology, software, client lists, or intellectual property of the Disclosing Party (the "Purpose").

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the Purpose and for no other purpose; c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party; d) Limit access to the Confidential Information to those employees or professional advisors who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

The obligations under this Agreement shall not apply to any information that: a) Is or becomes public knowledge through no fault of the Recipient; b) Was in the possession of the Recipient prior to disclosure by the Disclosing Party; c) Is required to be disclosed by law, regulation, or court order, provided the Recipient gives the Disclosing Party prompt notice of such requirement.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years/months from the date of the last disclosure of Confidential Information.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Recipient shall promptly return or destroy all documents, records, and data containing Confidential Information, and certify in writing that such action has been completed.

6. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New Zealand. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

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

SIGNED for and on behalf of the DISCLOSING PARTY:

Signature: ____________________________________

Name: _______________________________________

Title: ________________________________________

SIGNED for and on behalf of the RECIPIENT:

Signature: ____________________________________

Name: _______________________________________

Title: ________________________________________