This is a nondisclosure agreement that is to be used in technology transactions. It concerns the use and confidentiality of "evaluation material" between the target company and a company seeking a transaction with that company.
The Harris Texas Unilateral Nondisclosure Agreement (NDA) for Use in Technology Transactions is a legally binding document that aims to protect the confidential information shared between two parties involved in technology-related transactions. This agreement ensures that the recipient party, often referred to as the "Receiving Party," is legally obligated to keep the disclosed information confidential and refrain from sharing it with any unauthorized third parties. A Harris Texas Unilateral NDA for Technology Transactions typically includes various key provisions, such as: 1. Definition of Confidential Information: This section clearly defines the type of information that is considered confidential and subject to protection under the agreement. It can include trade secrets, technical data, proprietary algorithms, business plans, customer lists, software code, or any other sensitive information related to the technology being shared. 2. Obligations of the Receiving Party: The NDA outlines the responsibilities and obligations of the Receiving Party regarding the confidential information. It specifies that the Receiving Party must keep the information confidential, use it solely for the agreed-upon purpose, and prohibit unauthorized access to the information. 3. Prohibited Disclosures and Use: This provision explicitly states that the Receiving Party is prohibited from disclosing the confidential information to any third party without the prior written consent of the Disclosing Party, who is the party sharing the information. It also prevents the Receiving Party from using the confidential information for any purposes other than those specified in the agreement. 4. Exceptions to Confidentiality: The NDA may include specific exceptions where the Receiving Party is allowed to disclose the confidential information. These exceptions usually involve situations where disclosure is required by law or court order, or with the written permission of the Disclosing Party. 5. Term and Termination: This section outlines the duration of the NDA and the circumstances under which it can be terminated. It may specify a specific term, such as a fixed number of years, or allow for termination when the purpose of sharing the information has been fulfilled. Upon termination, the Receiving Party must cease all use and return or destroy any copies of the confidential information. 6. Intellectual Property Rights: The agreement may address the ownership and protection of intellectual property rights associated with the technology being shared. It clarifies that the NDA does not grant any rights or licenses to either party's intellectual property, and any pre-existing rights remain unaffected. It's important to note that while this description outlines the general provisions of a Harris Texas Unilateral NDA for Technology Transactions, there may be slight variations in the format or specific clauses depending on the circumstances or parties involved. Furthermore, it is always recommended consulting an attorney specializing in technology law to ensure the agreement meets the particular needs of the transaction and complies with applicable laws.The Harris Texas Unilateral Nondisclosure Agreement (NDA) for Use in Technology Transactions is a legally binding document that aims to protect the confidential information shared between two parties involved in technology-related transactions. This agreement ensures that the recipient party, often referred to as the "Receiving Party," is legally obligated to keep the disclosed information confidential and refrain from sharing it with any unauthorized third parties. A Harris Texas Unilateral NDA for Technology Transactions typically includes various key provisions, such as: 1. Definition of Confidential Information: This section clearly defines the type of information that is considered confidential and subject to protection under the agreement. It can include trade secrets, technical data, proprietary algorithms, business plans, customer lists, software code, or any other sensitive information related to the technology being shared. 2. Obligations of the Receiving Party: The NDA outlines the responsibilities and obligations of the Receiving Party regarding the confidential information. It specifies that the Receiving Party must keep the information confidential, use it solely for the agreed-upon purpose, and prohibit unauthorized access to the information. 3. Prohibited Disclosures and Use: This provision explicitly states that the Receiving Party is prohibited from disclosing the confidential information to any third party without the prior written consent of the Disclosing Party, who is the party sharing the information. It also prevents the Receiving Party from using the confidential information for any purposes other than those specified in the agreement. 4. Exceptions to Confidentiality: The NDA may include specific exceptions where the Receiving Party is allowed to disclose the confidential information. These exceptions usually involve situations where disclosure is required by law or court order, or with the written permission of the Disclosing Party. 5. Term and Termination: This section outlines the duration of the NDA and the circumstances under which it can be terminated. It may specify a specific term, such as a fixed number of years, or allow for termination when the purpose of sharing the information has been fulfilled. Upon termination, the Receiving Party must cease all use and return or destroy any copies of the confidential information. 6. Intellectual Property Rights: The agreement may address the ownership and protection of intellectual property rights associated with the technology being shared. It clarifies that the NDA does not grant any rights or licenses to either party's intellectual property, and any pre-existing rights remain unaffected. It's important to note that while this description outlines the general provisions of a Harris Texas Unilateral NDA for Technology Transactions, there may be slight variations in the format or specific clauses depending on the circumstances or parties involved. Furthermore, it is always recommended consulting an attorney specializing in technology law to ensure the agreement meets the particular needs of the transaction and complies with applicable laws.
