MUTUAL NONDISCLOSURE AGREEMENT This Agreement Is Made Between

mutual non-disclosure agreement =============================== this agreement is made between the united nations development programme

MUTUAL NON-DISCLOSURE AGREEMENT
===============================
This agreement is made between the UNITED NATIONS DEVELOPMENT
PROGRAMME (“UNDP”), a subsidiary organ of the UNITED NATIONS, an
international organization established by treaty, with offices at 304
East 45th Street, New York, New York 10017, USA and __________________
(“the Company”), a _______ corporation with its principal place of
business at __________, ______________ __________ (UNDP and the
Company are hereinafter collectively the “Parties”).
The Parties wish to [enter into discussions with each other with
respect to a potential business relationship between them. In the
course of negotiations related to the Agreement, or in carrying out
their obligations pursuant to the Agreement, the Parties may disclose
to one another Confidential Information as defined below. For good and
valuable consideration, the receipt and sufficiency of which is
acknowledged by each of us, this Agreement sets out our respective
obligations with respect to Confidential Information which one party
to this Agreement receives (the “receiving party”) from the other (the
“disclosing party”)].
1. Confidential Information. “Confidential Information” means any
operational, administrative business or technical information, in
whatever form transmitted, whether or not stored in any medium,
relating to the disclosing party’s operations and/or business (and/or
those of its suppliers and customers), including but not limited to
equipment, software, designs, technology, technical documentation,
product or service specifications or strategies, marketing plans,
pricing information, financial information, information relating to
existing, previous and potential suppliers, customers and contracts,
inventions, applications, methodologies and other know-how, that is
either proprietary to the disclosing party or the disclosing party’s
contractors or which either of the foregoing maintains as confidential
and nonpublic. Confidential Information includes original information
supplied by the disclosing party, as well as all copies.
2. Treatment of Confidential Information. The receiving party agrees
to treat the Confidential Information as confidential to and as the
property of the disclosing party and to use an appropriate degree of
care (which, in any case, will not be less than the degree of care it
uses with respect to its own information of like nature) to prevent
disclosure of the Confidential Information of the disclosing party.
The receiving party will use Confidential Information only in
connection with a business relationship with the disclosing party. The
receiving party will not disclose this Agreement or Confidential
Information, except to the receiving party’s officials, directors,
officers, employees and contractors who have a need to know for the
purpose of carrying out the purpose of the Agreement and who have been
advised of the obligation of confidentiality and who are bound, either
as a condition of employment, or in order to obtain Confidential
Information, by terms and conditions similar to those contained herein
and are obligated to keep it confidential. The Parties acknowledge
that failure on the part of the receiving party to abide by this
Agreement may cause irreparable harm to the disclosing party, for
which damages will not be an adequate remedy. Accordingly, the
disclosing party shall have the right to seek to obtain an injunction,
through the arbitral process set forth herein, to prevent any further
violations of this Agreement.
3. No License. Nothing in this Agreement is to be construed as
granting the receiving party any title, ownership, license or other
right or interest with respect to the Confidential Information of the
disclosing party. Confidential Information will be held in trust by
the receiving party for the disclosing party.
4. Returns or Destruction. Confidential Information will be returned
by the receiving party to the disclosing party or destroyed by the
receiving party: (a) if a business relationship is not entered into
with the disclosing party on or before the date which is three months
after the date both parties have signed the Agreement; or (b) upon
request by the disclosing party at any time. A senior officer or
official of the receiving party, if requested by the disclosing party
in writing, shall certify, by way of affidavit or declaration, on
behalf of the receiving party that all such Confidential Information
has been returned or destroyed, as applicable, and that it will not
use any archived copies of Confidential Information that cannot be
reasonably removed from archival storage. However, the counsel for
each party may retain one (1) archival copy of all Confidential
Information received under this Agreement for the sole purpose of
reference in any subsequent legal disputes that may arise.
5. Limited Reproduction. The receiving party will not copy or
reproduce the Confidential Information except as reasonably required
for the purposes contemplated in this Agreement, and will ensure that
any confidentiality or other proprietary rights notices on the
Confidential Information are reproduced on all copies.
6. Exceptions on Use and Disclosure. This Agreement does not apply to
or restrict the Parties from using or disclosing:
(a) Confidential information that is or becomes public other than
through a breach of this Agreement;
(b) Confidential information already known to the receiving party
prior to the date of this Agreement (as evidenced by the receiving
party’s written and dated records) and with respect to which the
receiving party does not have an obligation of confidentiality;
(c) Confidential information that is independently developed by the
receiving party;
(d) Confidential information which is disclosed, without obligation of
confidentiality, to the receiving party by a person or entity not
party to this Agreement and who is entitled to disclose such
information without breaching an obligation of confidentiality.
7. No Obligation. Nothing in this agreement shall be construed as
obligating any party to continue any discussions or to enter into a
business relationship.
8. No Representations or Warranties; Reliance. Each of UNDP and the
Company acknowledges that the other party hereto makes no any
representation or warranty, express or implied, as to the accuracy or
completeness of the Confidential Information, and that the
Confidential Information is not purported to represent a substitute,
in whole or in part, for an independent evaluation of the operations
or any transaction relating thereto.
9. Notices. Notices delivered in connection with this Agreement must
be in writing and delivered to the address set out in the first
paragraph of this Agreement to the attention of the individual
representing each party under this Agreement, or as changed by the
parties by notice in writing delivered to each other from time to time
in accordance with this Agreement.
10. Further Assurances. The Parties agree to deliver further written
documentation and to do or cause to be done any other things
reasonably necessary to implement this Agreement.
11. Delays. Delay, failure or partial exercise by a party of any right
or remedy under this Agreement will not constitute a waiver of any
right or remedy. Any waiver must be in writing, but such waiver will
be limited to its terms and will not constitute waiver of any other
provision or breach of this Agreement.
12. Severability. If any part of this Agreement is invalid, the
remaining provisions still will continue in effect.
13. Duration. This Agreement shall remain effective for a period (the
“Term”) beginning on the date signed by both Parties (the
"Commencement Date") and ending five (5) years after the Commencement
date.
14. Entire Agreement. This Agreement sets out our entire agreement
concerning the matters described above and supersedes all prior
written or oral agreements and understandings with respect to such
subject matter. This Agreement may only be amended by consent in
writing of both Parties. It may be terminated by a definitive
agreement relating to transactions being mutually contemplated.
Headings are for convenience of reference and not for interpretation
or construction.
15. Binding. This Agreement binds the Parties and their respective
successors and permitted assigns. Neither party shall assign this
Agreement without the prior written consent of the other.
16. Arbitration. Any dispute, controversy or claim between the Parties
arising out of, this Agreement or the breach, termination or
invalidity thereof, unless settled amicably within twenty (20) days
after receipt by one Party of the other Party's request for such
amicable settlement, shall be referred by either Party to arbitration
in accordance with the UNCITRAL Arbitration Rules then obtaining,
including provisions on applicable law. The arbitral tribunal shall
have no authority to award punitive damages. In addition, unless
otherwise expressly provided in this Agreement, the arbitral tribunal
shall have no authority to award interest. The Parties shall be bound
by any arbitration award rendered as a result of such arbitration as
the final adjudication of any such controversy, claim or dispute.
17. Privileges and Immunities. Nothing in or relating to this
Agreement shall be deemed a waiver, express or implied, of any of the
privileges and immunities of the United Nations, including UNDP and
its subsidiary organs.
UNITED NATIONS _________________________________
DEVELOPMENT PROGRAMME
By:______________________________ By: ______________________________
Name:____________________________ Name:____________________________
Title:_____________________________
Title:_____________________________
Date: ___________________________ Date:_____________________________
________________________________________________________________________
UNDP Mutual Non-disclosure Agreement PAGE 4
V3 27 October 2003