Non-Disclosure Agreement (NDA)

The Non-Disclosure Agreement (NDA) ensures that all confidential information exchanged between nConnect Developer Team and the Client is protected and not disclosed to unauthorized parties.

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is made as of the Reference on Date Submit, by and between nConnect Developer Team, a company organized and existing under the laws of Thailand, with its principal place of business located at 30 Sukhumvit 61 Khlong Tan Nuea, Watthana Bangkok 10110 Thailand ("Disclosing Party"), and the Client ("Receiving Party"), collectively referred to as the “Parties.”

1. Purpose

The purpose of this Agreement is to protect the confidential and proprietary information disclosed by the Disclosing Party to the Receiving Party in connection with the development, maintenance, and support of the Client's website and other related services (the "Purpose").

2. Definition of Confidential Information

For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information that the Disclosing Party designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Receiving Party. Confidential Information includes, but is not limited to, business plans, strategies, financial information, software code, technical data, and proprietary information.

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Keep all Confidential Information strictly confidential and take all necessary measures to prevent unauthorized disclosure or access.
• Use the Confidential Information solely for the Purpose.
• Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or agents who need to know the information for the Purpose and are bound by confidentiality obligations at least as protective as those in this Agreement.
• Promptly notify the Disclosing Party of any unauthorized disclosure or use of the Confidential Information.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.
• Was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation.
• Is received from a third party without breach of any confidentiality obligation.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. Term

This Agreement shall commence on the date first written above and continue until terminated by either Party with thirty (30) days' written notice to the other Party. However, the confidentiality obligations shall survive for a period of five (5) years following termination of this Agreement.

6. Return of Materials

Upon termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information, including all copies thereof.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Thailand, without regard to its conflict of laws principles.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter.

9. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.

10. No License

Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, to any of the Disclosing Party's intellectual property, except as expressly set forth in this Agreement.

11. Remedies

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party, for which damages would not be an adequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in the event of any such breach or threatened breach.

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This Non-Disclosure Agreement ensures that all confidential information exchanged between the Parties is protected and used solely for the intended Purpose.