By signing below, Recipient acknowledges and agrees to the terms and conditions outlined in this Agreement. If you have any questions, please contact codeapps@iccsafe.org.
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is made and entered into effective {q4_datetime2} (“Effective Date”) by and between the International Code Council, Inc. (“ICC”), with offices located at 4051 Flossmoor Rd, Country Club Hills, IL, 60478, and {q2_fullname0} (“{q2_fullname0}”, and together with ICC, the “Parties”), under the following circumstances.
A. ICC and {q2_fullname0} desire to enter into confidential discussions regarding the {typeA} project (the “Project”).
B. In order to discuss the Project, ICC (considered the “Disclosing Party”) may need to provide to {q2_fullname0} (considered the “Receiving Party”) certain information the ICC considers proprietary and confidential (“Confidential Information”).
C. {q2_fullname0} wishes to keep ICC’s Confidential Information secret and confidential subject to the terms and conditions of this Agreement.
NOW, THEREFORE, based on the above and in consideration of the mutual promises and covenants set forth in this Agreement, the Parties agree as follows:
1. Definition of Confidential Information. Except as set forth in Section 2 below, all information disclosed by the Disclosing Party and its agents, including without limitation its attorneys, to the Receiving Party shall be considered Confidential Information and shall be subject to the terms and conditions of this Agreement.
2. Exceptions. The obligations of the Receiving Party and the Permitted Recipients (as defined below) shall be inoperative as to such portions of the Disclosing Party’s Confidential Information that (i) are or become generally available to the public through no fault or action by the Receiving Party or the Permitted Recipients; (ii) become available to the Receiving Party or the Permitted Recipients on a non-confidential basis from a source, other than the Disclosing Party or its employees and advisors, who is not under an obligation to the Disclosing Party to keep such information confidential, or (iii) are ordered by a court of competent jurisdiction to be produced by the Receiving Party or the Permitted Recipients, provided, however, that upon the receipt of any such order, the Party receiving the order shall immediately notify the Disclosing Party of such order so that an appropriate protective agreement or order may be sought.
3. Permitted Recipients. The Receiving Party shall disclose Confidential Information only to its employees and outside consultants/attorneys who need to know the Disclosing Party’s Confidential Information for the purpose of evaluating the Project and are informed by the Receiving Party of the confidential nature of the Disclosing Party’s Confidential Information (the “Permitted Recipients”). All such Permitted Recipients shall be under the duty of confidentiality as set forth in this Agreement.
4. Use of Confidential Information. The Receiving Party and the Permitted Recipients shall keep the Disclosing Party’s Confidential Information secret and confidential and shall not use it for the Receiving Party’s or the Permitted Recipient’s own benefit or the benefit of any third party, and the Receiving Party and the Permitted Recipients will not disclose the Disclosing Party’s Confidential Information except as permitted in this Agreement or as otherwise authorized by the Disclosing Party in writing. The Receiving Party and the Permitted Recipients agree not to use the Disclosing Party’s Confidential Information for any purpose other than for evaluating the Project.
5. Nondisclosure of Project. The Receiving Party shall not disclose to any person, other than its respective attorneys and accountants, the fact that discussions or negotiations concerning the Project have occurred or are occurring.
6. Destruction of Confidential Information. Upon the Termination Date (as defined below), the Receiving Party shall destroy all of the Disclosing Party’s Confidential Information in the Receiving Party’s possession or under its control, including any memoranda, notes or other writings prepared by the Receiving Party or the Permitted Recipients based on the Disclosing Party’s Confidential Information.
7. Choice of Disclosure. Under no circumstances will either Party be obligated to disclose any of its own Confidential Information it chooses not to disclose.
8. No Right or License. Nothing in this Agreement nor in any disclosure of Confidential Information hereunder will be deemed, either expressly or by implication to convey to the Receiving Party or the Permitted Recipients any right to use or license any of the Disclosing Party’s Confidential Information except for the purpose of evaluating the Project as set forth in this Agreement.
9. Accuracy of Information. Nothing in this Agreement nor in any disclosure of Confidential Information hereunder will be deemed to constitute a representation or warranty by the Disclosing Party of the truth, accuracy, or completeness of any such Confidential Information.
10. Termination. This Agreement shall begin as of the Effective Date and shall terminate one (1) year after the Effective Date or the end of the Project, whichever is greater. All obligations of confidentiality, non-disclosure and use of information established by this Agreement shall survive indefinitely.
11. Miscellaneous. This Agreement sets forth the entire understanding between the Parties concerning the subject matter of this Agreement and supersedes all prior understandings or agreements. This Agreement may not be modified, in any respect, except by an instrument in writing duly executed by the Parties. The waiver, by any Party to this Agreement, of any breach of any provision of this Agreement shall not be construed as, or constitute, a continuing waiver or a waiver of any other breach of any provision of this Agreement. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by actions of law or in equity by the Parties to this Agreement and their permitted successors and assigns. No Party shall have the right to assign its right or obligations under this Agreement without the prior written consent of the other Party. The headings of the clauses contained herein are solely for the convenience of the Parties and do not constitute a part of this Agreement. No right or remedy conferred in this Agreement is intended to be exclusive of any other right or remedy, and each and every right or remedy given hereunder shall be cumulative and in addition to any other right or remedy now or hereafter existing in law or in equity or by statute. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the District of Columbia, United States of America.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.