Non-Disclosure Agreement (NDA) for Fodo Global Language Services
Effective Date: [1st February 2025]
This Non-Disclosure Agreement (“Agreement”) is entered into by and between Fodo Global Language Services (“Disclosing Party”, “we”, “our”, “us”) and the recipient (“Receiving Party”, “you”, “your”) to protect confidential and proprietary information disclosed during the course of business relations.
1. Purpose of Disclosure
The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of providing services related to language translation, transcription, subtitling, video production, linguistic services, and other related activities. The Receiving Party agrees to keep this information confidential.
2. Confidential Information
For the purpose of this Agreement, “Confidential Information” means any data or information, oral or written, disclosed by the Disclosing Party to the Receiving Party that is not generally known to the public, including but not limited to:
Business plans, strategies, and marketing materials.
Client and supplier lists.
Financial data and performance metrics.
Intellectual property, including content, designs, and proprietary software.
Any other information that is marked or identified as confidential at the time of disclosure.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
Keep all Confidential Information in strict confidence and not disclose it to any third party without prior written consent from the Disclosing Party.
Use the Confidential Information solely for the purpose of evaluating or using the services provided by the Disclosing Party.
Take all reasonable precautions to prevent unauthorized access or disclosure of the Confidential Information, at least as carefully as the Receiving Party protects its own confidential information.
Immediately notify the Disclosing Party in the event of any unauthorized disclosure or access to the Confidential Information.
4. Exclusions from Confidential Information
Confidential Information does not include information that:
Was publicly available or otherwise known to the public at the time of disclosure.
Becomes publicly available without fault of the Receiving Party.
Was in the possession of the Receiving Party before receiving it from the Disclosing Party.
Is independently developed by the Receiving Party without reference to or reliance on the Confidential Information.
5. Duration of Confidentiality
The obligations under this Agreement shall remain in effect for [insert duration] years after the termination of the business relationship or until such time as the Confidential Information is no longer considered confidential, whichever comes first.
6. Return of Materials
Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party agrees to return all materials containing Confidential Information, including all copies, or to destroy them in a manner acceptable to the Disclosing Party.
7. No License or Ownership Rights
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in any of the Disclosing Party’s Confidential Information, intellectual property, or any other proprietary materials. The Receiving Party agrees not to use the Confidential Information for any purpose other than as specified in this Agreement.
8. Legal Disclosure
If the Receiving Party is required to disclose any Confidential Information by law, regulation, or court order, the Receiving Party must provide the Disclosing Party with prompt written notice of such requirement, allowing the Disclosing Party the opportunity to seek a protective order or take other appropriate actions.
9. Indemnification
The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any loss, liability, damages, or expenses (including reasonable legal fees) arising out of any breach of this Agreement.
10. Termination
Either party may terminate this Agreement with written notice to the other party. Upon termination, the Receiving Party will continue to honor the confidentiality obligations outlined herein with respect to any Confidential Information disclosed during the term of this Agreement.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law principles.
12. Severability
If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.
13. No Waiver
Failure by either party to enforce any provision of this Agreement does not waive the right to enforce that provision in the future.
14. Entire Agreement
This Agreement represents the entire understanding between the parties regarding confidentiality and supersedes any prior agreements or understandings, written or oral, related to the subject matter.
15. Contact Information
For any questions regarding this Agreement, please contact us at:
Fodo Global Language Services
United Kingdom Address 2nd Floor, College House, 17 King Edwards Road, Ru LONDON
legal@fodogloballanguageservices.com
+447367552147