'OneNDA' that can create a template of nondisclosure agreement



When a company discloses its confidential information to the other party, it may enter into a non-disclosure agreement (NDA) to prevent information leakage and unauthorized use. The site where you can create a non-disclosure agreement template created by this NDA standardization project is ' oneNDA '.

oneNDA

https://onenda.org/

When you access oneNDA , the following screen will be displayed. 'Download' allows you to download and edit templates, 'Adopt' to join the community, and 'Create' to create and download templates. 'Download' and 'Create' are the same as what you can do except for the procedure, so this time click 'Download' to create a template.



Click 'Download' in the center of the screen.



Enter your email address and company name. Select the appropriate number of employees, industry, and region, and click “Get one NDA”. The information entered here does not affect the contents of the NDA.



Then, the following PDF file will be downloaded. Information on oneNDA is written on the first page.



The part corresponding to the nondisclosure agreement is the second and third pages. On the second page below, 'Party 1' and 'Party 2' are provided with columns for entering 'Corporate details', 'Email address', 'Signature', 'Name', and 'Job title' from the top. Other than 'Signature', you can enter on the PDF in the part with a blue background. Enter the information of both parties to the contract here.



Below that, enter 'Purpose,' 'Confidentiality period,' 'Governing law,' and 'Jurisdiction.'



Then, click the download button on the upper right and click 'Changed version' to download with the entered contents.



The contents written in 'TERMS' are as follows.

1. What is confidential information?
(a) Confidential Information means Information disclosed by:
(i) Information disclosed by the parties to this Agreement (the Discloser), by the Discloser's agent, or by the Discloser's Affiliates.
(ii) It is for the other party (recipient) of this contract.
(iii) Relevant to the purpose.

(b) Confidential information does not include the following information:
(i) Publicly known material that does not violate this Agreement.
(ii) What the recipient knew at the time of disclosure.
(iii) Recipient legally obtained from a third party.
(iv) Originally developed by the recipient.
(v) Explicitly shown by the disclosing party to be non-confidential.

(c) Affiliates are entities that are directly or indirectly controlled by, controlled by, or under common control with the parties to this Agreement, or otherwise belong to the same group. Say.

2. Who can I share with?
(a) Recipients may share Confidential Information with authorized recipients ('Authorized Recipients'). Permission recipient means an affiliate or its officers, employees, members, representatives, experts, advisors, agents and subcontractors. However, it is limited to the following cases.
(i) You need to know confidential information for a purpose and use it only for that purpose.
(ii) You agree to be as confidential as the recipient and to limit its use.

(b) Recipient will be liable for any breach of this Agreement and any act or omission that would result in a breach of this Agreement if the Licensed Recipient was a party to this Agreement.

(c) The Recipient may share Confidential Information if required by law, but shall promptly notify the Discloser if permitted by law.

3. What is my duty?
The recipient has the following obligations:
(a) use confidential information only for purposes.

(b) Keep confidential information safe and confidential and disclose it only as permitted by this Agreement.

(c) If you become aware of any breach of this Agreement, promptly notify the Discloser.

(d) Take reasonable steps to destroy or erase the Confidential Information we hold within 30 days at the request of the Discloser. However, Recipient may keep a copy of the Confidential Information in a computer backup system that can securely store it and is subject to legal or regulatory obligations in accordance with the terms of this Agreement.

4. How long will my duty last?
(a) The recipient's obligation to protect sensitive information begins on the day the confidential information is disclosed and continues until the end of the confidentiality period.

(b) Both parties may terminate this Agreement by giving written notice 30 days in advance. However, this does not affect the obligations of both parties to protect the confidential information disclosed prior to the notification.

5. Other important matters
(a) Notification. Formal notice under this Agreement shall be sent in writing to the address provided on the previous page of this Agreement. The address given on the previous page of this Agreement may be renewed by the parties submitting in writing to the other.

(b) Third party. No one other than the parties to this Agreement, except the Affiliates of the Discloser, may violate this Agreement. This Agreement reserves the right to enforce any of its provisions.

(c) Complete agreement. This Agreement supersedes all previous consultations and agreements and constitutes a complete agreement between the parties on the subject matter, and any party may make any statement or statement in entering into this Agreement. Does not rely on.

(d) Change. Any changes to this Agreement must be agreed in writing.

(e) Transfer. Neither party may assign this Agreement without the consent of the other party.

(f) Waiver. If the parties do not exercise their rights under this Agreement, it does not deserve to be waived.

(g) Equity relief. The disclosing party may seek remedies by injunction or certain performances in order to exercise that right.

(h) Alternative dispute resolution. The parties may bring the dispute arising under this Agreement to trial. If the parties agree in writing, this Agreement shall be subject to mediation or arbitration for resolution.

(i) Governing law and jurisdiction. Governing law applies to this Agreement and all disputes shall be tried only in courts of jurisdiction.

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