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NDA AGREEMENT

NON-DISCLOSURE AGREEMENT ("Agreement")

This Agreement is made and entered into by CatchData™ ("Disclosing Party"), and Site Visitor ("Recipient").

  1. Purpose of Disclosure. The Disclosing Party desires to disclose certain proprietary and confidential information to the Recipient for the purpose of acknowledging the future technology of CatchData™.

  2. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly notify the Recipient in writing, identifying the oral disclosures and indicating that such oral disclosures are Confidential Information.

  3. Exclusions from Confidential Information. Receipient's obligations under this Agreement do not extend to information that: (a) is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) was in the possession of the Recipient at the time of disclosure, and was not acquired directly or indirectly from the Disclosing Party; (c) is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Recipient.

  4. Obligations of Recipient. Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is required to fulfill the Purpose of Disclosure. Recipient shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without the express written approval of Disclosing Party, use for Recipient's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Recipient shall not permit others to access or use Confidential Information for any purpose.

  5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

  6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

  7. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, or understandings. This Agreement may not be amended except in writing signed by both parties.

  8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or susequent rights.

  9. Construction. This Agreement has been negotiated by the parties and their respective counsel and shall be construed as a whole, according to its fair meaning, and not strictly for or against either party.

  10. Waiver of Compliance. Any waiver of compliance with the terms of this Agreement must be in writing and signed by the Disclosing Party.

  11. Relationship. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.

  12. Governing Law. This Agreement shall be governed by the laws of the State of [State], without regard to the conflicts of laws principles thereof.

  13. Waiver of Jury Trial. Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

  14. Injunctive Relief. The Disclosing Party shall have the right to seek and obtain injunctive relief to protect its Confidential Information in the event of any breach or threatened breach of this Agreement by the Recipient.

  15. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

  16. Survival. The provisions of paragraphs 2, 4, 5, 6, 7, 8, 11, 13, 14, 15, 16, and 17 shall survive the termination of this Agreement and Recipient's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends written

  17. Termination. This Agreement and the Recipient's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends written notice releasing Recipient from this Agreement, whichever occurs first.

  18. Approval. By clicking "Confirm," the Recipient hereby acknowledges that they have read and understand the terms and provisions of this Agreement and agree to be bound by them.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

Disclosing Party: CatchData™

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