NON DISCLOSURE AGREEMENT - IDEABROKER
This Non Disclosure Agreement is made on [date] by and between,
A. PARTY #1, having its domicile in (postal code) Town on [number] [address] [, country],
B. PARTY #2, having its domicile in (postal code) Town on [number] [address] [, country],
WHEREAS, Party #1 possesses confidential and proprietary information and data concerning
[description idea] (hereinafter referred to as the "Subject Matter");
WHEREAS, Party #1 wishes to provide Party #2 with "Confidential Information" (as defined below)
concerning the Subject Matter in order to evaluate on a non-exclusive basis the possibilities for
investing in Party #1.
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. "Confidential Information" shall mean all information, know-how and data, technical or non-
technical relating to the Subject Matter disclosed by Party #1 which can be reasonably understood to
2. Nothing in this Agreement shall or may be construed as granting Party #2 any right or licence
to the Confidential Information for any use other or further than for the purposes described herein.
Parties have the right, in their sole discretion, to terminate negotiations or discussions with each other
at any time and for any reason.
3. Party #2 agrees that he will not use any part of the Confidential Information supplied by Party #1
except to determine its interest and that of the business partners he represents and will keep
said Confidential Information secret and confidential, and shall not disclose any of it to any third
party except to the extent necessary for the purpose to evaluate on a non-exclusive basis the
possibilities for investing in Party #1 and under the same confidentiality obligation as herein
contained. The provisions of this paragraph shall, however, not apply to any part of such
Confidential Information which:
a) is at present publicly known, or hereafter becomes publicly known through no fault of Party
b) was already known to Party #2 on the date of disclosure by Party #1 provided that such
prior knowledge can be adequately substantiated by documentation in a tangible form; or
c) properly and lawfully becomes available to Party #2 by a third party who was under no
obligation of secrecy and/or confidentiality; or
d) is independently developed by an employee, consultant or a business partner of Party #2 or
its affiliates before the date of the disclosure of the Confidential Information without the
benefit of any disclosure hereunder; or
e) is required by law to be disclosed. In such event, Party #2 shall notify Party #1 of the
required disclosure in advance to enable Party #1 to have an opportunity to object to such
governmental entity or court of law regarding the required disclosure. Party #2 shall use all
reasonable efforts to obtain confidential treatment of such Confidential Information required
to be disclosed.
7. Party #2 must notify Party #1 in writing immediately upon discovery of any unauthorized use
of disclosure of confidential information or any other breach of this agreement information,
and will cooperate with Party #1 in remedying such unauthorized use, disclosure or other
8. No rights or licenses whatsoever, either expressly or implied, is granted to Party #2 pertaining
to a patent, patent application, copyright, trademark or other proprietary right, now or
hereafter owned or controlled by Party #1.
9. Should Party #2 violate any provision of this agreement, upon request, for each case
occasion pay to Party #2 an amount of Euro [amount in numbers] [amount in letters] as
liquidated damages. In the event that Party #1 can show that its damages exceed the said
liquidated damages, Party #1 is also entitled to compensation for such additional damages.
10. Party #2 undertakes to inform about the terms and conditions of this agreement to its
employees, contractors and business partners who learn of the Confidential Information
through Party #2. Party #2 is assumed to have violated this provision and the agreement if he
cannot prove with a signed and dated document that the afore mentioned persons have
undertaken the obligations as set out in this agreement and forfeits a separate penalty for
each separate person.
11. This Agreement shall remain in effect for a period of [duration] from its effective date,
unless sooner terminated pursuant to or in connection with any agreement or otherwise between
12. This Agreement will be governed by and construed in accordance with the laws of the
Netherlands. Each party hereto consents to submit to the exclusive jurisdiction of the Courts of
the Amsterdam, The Netherlands to settle any dispute concerning the conclusion, validity,
interpretation or performance of this Agreement.
For and on behalf of Party #1
Signature : ___________________
For and on behalf of Party #2
Signature : ___________________