Nondisclosure/Confidentiality Agreement

(Agreement for Use and Nondisclosure/Confidentiality of Proprietary Information)

 

THIS AGREEMENT, entered into as of the ______day of _________, 20__ (the Effective Date) between iTerracom (ITERRACOM) and ____________________ (the Independent Contractor) to assure the protection and preservation of the confidential and proprietary nature of information which ITERRACOM may disclose or make available to the Independent Contractor for translation and related services.

 

ITERRACOM desires to assure the confidential status of the information that may be disclosed to the Independent Contractor as follows:

 

1.       All information disclosed to the Independent Contractor by ITERRACOM shall be deemed to be “Proprietary Information”.  Proprietary Information means all information that has been either characterized in writing as confidential at the time of its disclosure or characterized orally as confidential at the time of disclosure.

 

2.       The Proprietary Information is disclosed under this AGREEMENT so the Independent Contractor may use these materials in connection with the Independent Contractor projects.  The Independent Contractor shall at all times during the terms of the Agreement and for a period of three years after its termination keep confidential and restrict the use of all Proprietary Information.

 

3.       The Independent Contractor may use the Proprietary Information received from ITERRACOM only to the extent required to accomplish the intent of this AGREEMENT.  No other rights to trademarks, inventions, copyrights, or patents are implied or granted under this AGREEMENT.

 

4.       Proprietary Information shall not be reproduced in any form except as required to accomplish the intent of this AGREEMENT.

 

5.       Proprietary Information shall not be disclosed by the Independent Contractor to any third party without ITERRACOM’s prior written consent.  Third party recipients of such information for whom ITERRACOM has given its consent must agree in writing to be bound by the terms of this AGREEMENT.

 

6.       The Independent Contractor agrees not to contact any of ITERRACOM’s customers, for whom ITERRACOM is acting as a subcontractor, for the purpose of soliciting business in competition with ITERRACOM for a period of THREE (3) years after completion of the assigned project.

 

7.       The Independent Contractor acknowledges that nothing in this AGREEMENT is intended as or constitutes a guarantee of work by ITERRACOM. By accepting a job, the Independent Contractor agrees to fulfil the project within the time limit and quality requirements. In case the project is delayed because of the Independent Contractor, ITERRACOM will deduct the estimated compensations from the corresponding bill.

 

8.       The Independent Contractor agrees to provide ITERRACOM with required documentation substantiating her/his Independent Contractor status, and required information for proper reporting of her/his compensation to the appropriate governmental authorities in her/his country.

 

9.       All Proprietary Information shall remain the property of ITERRACOM, shall be used only for the purpose intended, and shall, at ITERRACOM’s discretion, be returned by the Independent Contractor after the Independent Contractor’s need for it has expired, upon request by ITERRACOM, and in any event upon expiration or termination of the AGREEMENT.

 

10.   There are no understandings, agreements, or representations, expressed or implied, not specified herein.  This AGREEMENT may not be amended except in writing.

 

11.   This AGREEMENT shall continue in full force and effect from the Effective Date.

 

12.   Any dispute related to this AGREEMENT shall be resolved on an amiable way. If this is not possible, litigation shall be resolved by final decision of the Official Chamber of Commerce Industry and Navigation of Alicante (Spain). This AGREEMENT is governed by the Spanish law.

 

 

 

Independent Contractor:                                                             ITERRACOM:

 

Name________________________                                              Name_____________________

 

Place ________________________                                              Place _____________________

 

Date_________________________                                              Date______________________

 

 

Signed_______________________                                              Signed____________________