Non-Disclosure Agreement (NDA)
This section outlines the Non-Disclosure Agreement (NDA) between the Client and nConnect Developer Team.
This Non-Disclosure Agreement (NDA) ensures that all confidential information exchanged between the Client and nConnect Developer Team is protected and not disclosed to unauthorized parties.
Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the "Agreement") is made as of [Agreement Date], by and between client ("Disclosing Party"), and 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 ("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 by Purpose.
2. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means all information, whether written, electronic, or oral, 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 other 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 stated in this Agreement.
- Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, agents, or consultants who have a 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
The following information will not be considered Confidential Information:
- Information that is or becomes publicly known through no breach of this Agreement by the Receiving Party.
- Information that was already known to the Receiving Party prior to its disclosure by the Disclosing Party, without any obligation of confidentiality.
- Information that is rightfully received by the Receiving Party from a third party without any obligation of confidentiality.
- Information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Information that is disclosed by the Receiving Party in a non-harmful manner and does not infringe upon any rights of the Disclosing Party, such as the publication of project showcases on the Receiving Party's website for the sole purpose of portfolio demonstration.
5. Term
This Agreement shall commence on the date first written above and shall continue until terminated by either Party upon thirty (30) days' prior written notice to the other Party. However, the obligations of confidentiality under this Agreement shall survive for a period of five (5) years following the termination of this Agreement.
6. Return of Materials
Upon termination of this Agreement, or upon the Disclosing Party's written request, 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 principles of conflicts of law.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning 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.