Instant Non-Disclosure Agreement
The ‘Instant Non-Disclosure Agreement’ takes effect immediately upon receipt or automatically upon first contact.
You may be reluctant to speak with an industrial designer because of Confidentiality concerns – and perhaps you can’t ask your Attorney to supply a Non-Disclosure Agreement (NDA) because doing so may set off ‘alarm bells.’ Here is the solution:
This “Instant Agreement” is in effect from the moment you first communicate with integrated Design Systems regardless of the method of contact. The document is written from your perspective with client-centered provisions as strong or stronger than what is found in typical NDAs. If there is a conflict between your NDA and this Instant NDA, the terms of your NDA shall control under this Agreement should you desire.
Any inquiry whatsoever is considered confidential and privileged under the terms of this Agreement. The document is “pre-executed” by Integrated Design Systems and is in effect instantaneously. It is unnecessary for you to complete this form and transmit it to receive an instantaneous commitment to confidentiality. However, if you do wish to execute the document, complete the lines at the end of this “Instant NDA,” transmit it, and receive a signed document specifically directed to you.
Instantaneous Client-Friendly Non-Disclosure Agreement
This non-disclosure agreement (the “Agreement”) is by and between Spectrum Location Solutions (hereinafter referred to as “IDS”) and the entity (“the Company,” which includes its divisions and subsidiaries) that is transmitting this document.
IDS and the Company (“the Parties”) agree as follows:
1. Purpose and Restrictions. The Parties anticipate exchanging information for the purpose of establishing a potential business relationship. Some or all of the information to be disclosed by the Company may be proprietary or confidential. Such information must be protected as such by IDS and must not be disclosed regardless of whether the Company formally engages IDS to provide services.
2. Confidential Information that the Company Provides to IDS. “Confidential Information” shall mean information disclosed by the Company which is provided orally or is in written, electronic, photographic, or other tangible forms, and which falls into two categories: (a) the material is identified as “Confidential,” “Proprietary,” “Private,” or in any other manner indicating its confidential and/or proprietary nature, and (b) even without such markings all information is given such protection including the fact that a potential or real business relationship is in effect. In short, no information whatsoever is revealed without the Company’s permission.
3. Confidential Information that IDS provides to the Company. Should an ensuing business relationship occur, IDS will obtain certain data, information, and perspectives relating to the Company’s objectives from Economic Development agencies or others. IDS’ obligation of Confidentiality shall extend to all such information which is provided to the Company orally or in written, electronic, photographic, or other forms.
4. Maintaining Confidentiality During Outreach. Should IDS compile and distribute Requests for Information (RFIs) and Requests for Proposals (RFPs), and conduct negotiations with private and public entities, it shall do so without revealing the identity of the Company. Such confidentiality shall be maintained by relying on a Project Code Name until such time as state or local statutes or arrangements for meetings require identification. Even then, Economic Development agencies and others will be requested to agree to an NDA. (Note: Some states, counties and municipalities legally require their form of NDA be executed.)
5. Care. IDS shall use the same degree of care in safeguarding the Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care. Upon learning of any disclosure or misuse of Confidential Information, IDS shall notify the Company and shall act to prevent any further disclosure or misuse.
6. Extension to Strategic Partner Network. IDS may disclose Confidential Information to selective members of its “Strategic Partner Network” (a.k.a. “Preferred Solutions Provider Network,” “Associates,” “Affiliates,” “contractors,” “sub-contractors” and “employees”), provided that the member has a need to know and does not have an interest competitive or adverse to the Company. All members are subject to all terms of this Agreement.
7. Exception for Public Domain Information. IDS’ obligation of confidentiality and restriction on use shall not apply to information when it is generally available to the public (or becomes so) without the fault or negligence of IDS.
8. Potential Disclosure Issues. Laws, regulations and government policies may require eventual identification of the Company. If so, it is customary for public agencies and public officials to execute NDAs prior to final negotiations or issuance of an offer letter. No such identification shall occur without the Company’s prior approval. The Company understands that a refusal to release its identity may at times result in more difficult negotiations for economic incentives or financial benefits or a failure to receive an attractive offer letter from public and private authorities. Such circumstances are beyond the control of IDS.
9. Required Disclosures. The Company understands that IDS may be required by law, regulation, subpoena or other legal processes to disclose confidential information. However, IDS shall (a) give the Company written notice promptly upon receipt of a disclosure requirement and before the disclosure is made to allow the Company the opportunity to take appropriate legal measures to protect such information, (b) take reasonable actions and provide reasonable assistance to the Company to secure confidential treatment of the Confidential Information, and (c) disclose only such Confidential Information as is required.
10. Copies. IDS shall make only such copies of confidential Information as are necessary and shall reproduce all of the Company’s proprietary or confidential markings thereon.
11. Return. All Confidential Information shall remain the property of the Company, and all copies and excerpts thereof shall be promptly returned to the Company upon request, except that IDS’ legal counsel may retain a copy for use as a record of the disclosure. If permitted by the Company and with written notice to the Company, IDS may destroy such copies and excerpts instead of returning them. If the Company requests, IDS shall certify that it has destroyed all documents.
12. Public Notice Limitation. In the event that the parties enter into a formal business relationship, neither party shall issue any public statement or press release regarding such a relationship without the prior, written consent of the other party.
13. No Rights Granted. Nothing herein shall be construed as granting to IDS any proprietary rights, express or implied, including but not limited to the copyright, patent, trade secret, or trademark rights in the Company’s Confidential Information, other than the right to use it for the purpose of this Agreement.
14. Competition. In no case shall IDS use the Company’s confidential information to design, produce or promote services or products competitive with or injurious to those of the Company.
15. Hiring Limitation: In no case shall IDS solicit or agree to hire any person employed by you or any contractor engaged by you.
16. Governing Law and Arbitration. This Agreement shall be construed and enforced in accordance with New York state laws. The Parties agree that they shall use their best efforts to amicably resolve any dispute relating to this Agreement. Any dispute that cannot be resolved amicably shall be settled by final binding arbitration in accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in Nassau County, New York unless some other place is mutually agreed upon by the parties. Within thirty (30) days after the commencement of the arbitration, each party shall select one person to act as arbitrator, and the two arbitrators so selected shall select a third arbitrator within fifteen (15) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.
17. Non-Termination. This Non Disclosure Agreement never terminates. IDS agrees to protect the Company’s confidential and proprietary information in perpetuity, except as required by law or regulation, regardless of whether the Company engages the services of IDS.
18. In Effect Immediately. The Effective Date of this Agreement is immediately upon your first communication with Integrated Design Systems regardless of the method of contact.
19. Signatures. This Agreement may be executed by electronic means and the parties authorize that their electronic signatures act as their legal signatures. Electronic signatures shall have the same effect in all respects as original handwritten signatures. (You are not required to conduct this transaction through use of an electronic signature, but if you do so, then you hereby give your authorization pursuant to this paragraph.)
Optional Methods of Execution and Transmission:
A. Automatically Pre-Executed: The following three lines in italics indicate that this Agreement is immediately pre-executed by electronic signature by IDS upon the first contact. An email transmission naming the Company will specify that the NDA applies you. The Company is not required to take any further action for this to be a legally binding document.
Name: Integrated Design Systems
Company: Integrated Design Systems
B. Traditional Document: If preferred, IDS will convert this NDA webpage to a Word document, complete its section by hand, and transmit the complete document via U.S Mail or via email as a PDF, as specified. An email transmission naming the Company will specify that the NDA applies you. The Company is not required to take any further action for this to be a legally binding document.
Integrated Design Systems
Company: Integrated Design Systems
Date: March 26th, 2023