Non-Disclosure Agreement

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NON-DISCLOSURE AGREEMENT

This Agreement is entered into on the …th of …. 2020 by and between:

Innovative Contractors for Advanced Dimensions (“ICAD”), a Company duly organized under the laws
of the Kingdom of Saudi Arabia with CR number 4030212161 and represented by its Sr. HR Manager, Mr.
Mansour Ghazi Ghallab,

(Hereinafter the “Employer"),


And

Mr./Mrs. …………………………………………………………, a Citizen of ……………………….


with Passport number ………………………….,

(Hereinafter the “Employee”)

Employer and Employee being hereinafter individually and collectively referred to as the “Party” or the
"Parties".

BACKGROUND

WHEREAS, pursuant to a working relationship which has been or may be established between the Parties
(“Purpose”), Employee may receive certain data or information that are proprietary information of the
Employer, including but not limited to any information (whether written, oral or in electronic format and
whether disclosed directly or indirectly) which relates to the business, affairs, customers, markets, products,
services, operations, pricing, networks, trade secrets, design rights, and personnel of the Employer (and of
any associated company thereof). Such information includes technical data, or know-how, including, but
not limited to, that which relates to research, software, developments, inventions, processes, designs,
drawings, engineering, marketing, concepts, requirements, specifications, software, interfaces,
components, finances or the like and any intellectual property rights therein or related thereto which
includes all title, trademarks, service marks, registered designs, applications for any of those rights, trade
and business names (including internet domain names and email address names), unregistered trademarks
and service marks, copyrights, database rights, rights in designs and inventions and all rights of the same
or similar effect or nature in any jurisdiction and including moral rights. Such confidential information is a
special, valuable and unique asset of the Employer (hereinafter collectively referred to as "Proprietary
Information"),

WHEREAS, both Parties desire to provide a procedure for the disclosing of such Proprietary Information,

NOW, THEREFORE, in consideration of the mutual obligations contained herein, both Parties agree to set
their rights and obligations as follows:

1. Employee agree to hold in strict confidence and not disclose any and all Proprietary Information disclosed
by Employer hereunder. The obligations of Employee receiving Proprietary Information shall be from the
date of initial disclosure of such information and shall extend for a period of five (5) years after the expiry
or termination of the mutual business relationship between the Parties.

2. Employee shall use the Proprietary Information only for and to the extent required to accomplish the
Purpose of its assigned work by Employer. Employer shall only disclose the Proprietary Information to its
employees and consultants that have a legitimate business need for such information and only for and to
the extent required accomplishing their work. Except as expressly provided in this Agreement, Employee
may not modify, decompile, disassemble, or reverse engineer any portion of the Proprietary Information
without Employer’s approval. Employer may take any disciplinary measure against Employee if he didn’t
comply with its confidentiality obligation here stated. Employee acknowledge the above and commit to
comply with its and Employer above mentioned confidentiality obligations.

3. Employee shall not make any copies of the Proprietary Information unless having legitimate business
need for such information to be copied. Upon written request by the Employer or upon completion of
Employee’s work, Employee shall return all Proprietary Information to the Employer, or certify destruction
thereof, including any hard copy records, and will irrevocably purge from all computer storage devices any
image or copies of such Proprietary Information.

Notwithstanding the return or destruction of Proprietary Information, Employee will continue to be bound
by its obligations of confidentiality and other obligations hereunder for the period of protection as outlined
in Article 1 of this Agreement.

4. Proprietary Information does not include information which:


a) is published or otherwise in the public domain through no fault of the Employee;
b) can be demonstrated by the Employee to have been in its possession prior to receipt
under this agreement;
c) is obtained by the Employee without restriction from a third party;
d) is disclosed by the Employee to a third party with the written approval of the
Employeer without any restriction.

5. Employee shall not be liable to the Employer for the disclosure of Proprietary Information that is
obligated to be disclosed by order of a court of competent jurisdiction or with a mandatory requirement of
a governing regulatory body provided that the Employee shall, forthwith upon becoming aware of any
requirement for such disclosure, notify the Employer in writing of pending disclosure so that a protective
order or other appropriate remedy may be obtained. In the event that such an order or other remedy is not
available, the compelled Party shall disclose only that minimum portion of Proprietary Information that it
is legally compelled to disclose, consistent with the advice of its counsel.

6. If any provision of this Agreement shall be held invalid or unenforceable, such provision will be deemed
deleted from this Agreement without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such remaining provisions.

7. No waiver or modification of this Agreement will be binding upon either Party unless made in writing
and signed by each Party, and no failure or delay in enforcing any right will be deemed a waiver.

8. This Agreement contains the entire understanding between the Parties concerning the exchange of
Proprietary Information, and supersedes any prior agreements, oral or written.

9. The validity, interpretation, and effect of this Agreement shall be governed by the laws of the Kingdom
of Saudi Arabia. In the event of any dispute, controversy or claim arising out or in connection with the
existence, validity, construction, performance and termination of this Agreement, the Parties agree to
submit the matter to the competent court of the Kingdom of Saudi Arabia, in Jeddah.

10. This Agreement shall come into force upon signature by the Parties. It may be signed in one or more
counterparts (including scanned copies), each of which shall be deemed one and the same original.

IN WITNESS WHEREOF, both Parties have caused this Agreement to be executed by their duly authorized
representatives.

ICAD EMPLOYEE
Name: Mr. Mansour Ghazi Ghallab Name: …………………………….
Signature: Signature:

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