Non Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is made and entered into on this day of [Date of Order Submission] (the “Effective Date”), by and between [Your Name / Company or Organization Name as entered during checkout], a company organized under the laws of [Your Country], having its principal place of business at [Your City, State, Country] (hereinafter referred to as the “Disclosing Party”); and PatentVisuals is a business unit of Straton IP Private Limited (hereinafter referred to as the “Receiving Party”).
WITNESSETH
WHEREAS the Disclosing Party owns or has developed certain confidential and proprietary information, technical know-how, and technology (the “Confidential Information”) as more fully defined below;
WHEREAS the Receiving Party requires or has requested access to such Confidential Information solely for the purpose of (i) rendering services to the Disclosing Party, and/or (ii) supporting the development of the Disclosing Party’s technology, products, or invention, and/or (iii) advancing the Disclosing Party’s business interests, and/or (iv) establishing a working relationship with the Disclosing Party (collectively, the “Permitted Purpose”);
WHEREAS the Receiving Party agrees to be bound by the obligations described in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Confidential Information
“Confidential Information” refers to any proprietary or non-public information disclosed by the Disclosing Party to the Receiving Party, in any form whether written, oral, or visual. This includes but is not limited to inventions, trade secrets, technical drawings, product specifications, prototypes, formulas, processes, business plans, marketing strategies, and any related documentation or data.
Confidential Information does not include information that:
- was already known to the Receiving Party prior to disclosure, as evidenced by documented records;
- is or becomes publicly available through no fault of the Receiving Party;
- is lawfully obtained from a third party who is not bound by confidentiality obligations to the Disclosing Party; or
- is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
2. Confidentiality and Non-Use Obligations
The Receiving Party agrees to:
- keep all Confidential Information strictly confidential and take reasonable precautions to protect it;
- use the Confidential Information solely for the Permitted Purpose;
- not exploit, copy, reverse-engineer, or disclose the Confidential Information without prior written consent of the Disclosing Party;
- limit access to Confidential Information only to employees or representatives who require it to fulfil the Permitted Purpose, and ensure such individuals are bound by similar confidentiality obligations.
3. Legally Required Disclosure
If disclosure is required under law, regulation, or court order, the Receiving Party shall notify the Disclosing Party in advance, wherever legally permissible, to allow the Disclosing Party an opportunity to seek protective measures.
4. Return of Confidential Information
Upon request, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies, notes, or derivative materials, without retaining duplicates, except that one archival copy may be retained solely to determine ongoing confidentiality obligations.
5. Representation and Disclaimer
The Disclosing Party confirms it has the right to share the Confidential Information. Beyond this assurance, all information is provided “as is,” without warranty of accuracy or completeness.
6. Ownership of Intellectual Property
All Confidential Information remains the sole property of the Disclosing Party. No license, right, or ownership interest is transferred to the Receiving Party under this Agreement.
The Receiving Party agrees not to file, or assist in filing, any patent, design, or other intellectual property application based on or related to the Disclosing Party’s Confidential Information. Any inventions, know-how, or rights developed in connection with the engagement shall belong exclusively to the Disclosing Party, and the Receiving Party agrees to execute all documents necessary to formally assign such rights, both during and after the term of this Agreement.
7. Entire Agreement and Amendments
This Agreement constitutes the complete understanding between the parties regarding its subject matter and supersedes any prior discussions or agreements. Amendments are valid only if made in writing and signed by both parties.
8. Nature of the Relationship
This Agreement does not establish a partnership, joint venture, agency, or employment relationship between the parties, unless separately agreed in writing.
9. Scope of Engagement
The Receiving Party confirms that:
- any employees involved in performing services are engaged under valid employment terms, with all statutory dues and compliances fulfilled by the Receiving Party;
- if the Receiving Party is an individual, they are either formally employed elsewhere or operate as an independent contractor responsible for their own statutory obligations;
- no aspect of this engagement (including use of facilities, tools, or resources) shall be interpreted as creating an employer-employee relationship with the Disclosing Party;
- all applicable guidelines and instructions provided by the Disclosing Party during the engagement will be followed;
- access to any systems or resources of the Disclosing Party is granted solely for the Permitted Purpose and may be withdrawn at the Disclosing Party’s discretion.
10. No Public Disclosure
Neither party may make public statements, press releases, or representations regarding the services or working relationship without prior written consent from the other party.
11. Binding Effect
This Agreement is binding upon and shall benefit both parties, along with their successors, affiliates, and legal representatives.
12. Term
This Agreement remains effective for a period of five (5) years from the date of the last disclosure of Confidential Information, or five (5) years from the Effective Date, whichever is later. Information constituting a trade secret shall remain protected indefinitely under Clause 2.
13. Severability
If any provision of this Agreement is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, without affecting the validity of the remaining provisions.
14. Remedies for Breach
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, entitling the Disclosing Party to seek injunctive relief in addition to any other legal remedies available.
15. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of [Your Country], and any disputes shall be subject to the exclusive jurisdiction of the courts located in [Your State/Country].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date mentioned above.
For the Disclosing Party
Company/Organization Name:
By:
Name:
Designation:
Email ID:
Contact Number:
Signature:
For the Receiving Party
PatentVisuals
By:
Designation:
Email ID:
Contact Number:
Signature:
PatentVisuals is a dedicated patent drawing company producing USPTO, EPO, and PCT-compliant utility patent drawings, design patent drawings, and EPO colour drawings for patent attorneys, corporate IP teams, and independent inventors.