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example non disclosure agreement

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Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date] by and between [Disclosing Party Name], a [Disclosing Party Type] with its principal place of business at [Disclosing Party Address] (the "Disclosing Party"), and [Receiving Party Name], a [Receiving Party Type] with its principal place of business at [Receiving Party Address] (the "Receiving Party").

1. Purpose

The Disclosing Party desires to disclose to the Receiving Party certain confidential information (the "Confidential Information") for the purpose of [Purpose of Disclosure]. The Receiving Party agrees to hold the Confidential Information in confidence and to use it only for the purposes set forth in this Agreement.

2. Confidential Information

The Confidential Information includes, but is not limited to, the following:

Trade Secrets: Any information that is not generally known to the public and that gives the Disclosing Party a competitive advantage, including, but not limited to, formulas, processes, designs, inventions, know-how, customer lists, marketing plans, financial information, and business strategies.
Proprietary Information: Any information that is not generally known to the public and that the Disclosing Party has designated as confidential, including, but not limited to, documents, drawings, specifications, prototypes, samples, and software.
Personal Information: Any information that relates to an identified or identifiable natural person, including, but not limited to, name, address, telephone number, email address, and financial information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

Confidentiality: Hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
Use: Use the Confidential Information only for the purposes set forth in this Agreement.
Security: Take all reasonable precautions to protect the Confidential Information from unauthorized disclosure, use, or access.
Return: Return all Confidential Information to the Disclosing Party upon the Disclosing Party's request or upon the termination of this Agreement.
Non-Solicitation: Not solicit or hire any employee of the Disclosing Party for a period of [Number] years after the termination of this Agreement.

4. Exceptions

The Receiving Party may disclose the Confidential Information to the extent that such disclosure is:

Required by Law: Required by law, regulation, or court order.
Publicly Available: Already publicly available or becomes publicly available through no fault of the Receiving Party.
Prior Knowledge: Already known to the Receiving Party prior to the disclosure of the Confidential Information.
Independent Development: Independently developed by the Receiving Party without the use of the Confidential Information.

5. Remedies

The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent any breach of this Agreement. The Receiving Party shall be liable for all damages, including lost profits, that the Disclosing Party may suffer as a result of any breach of this Agreement.

6. Term and Termination

This Agreement shall remain in effect for a period of [Number] years from the date of execution. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya.

8. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

9. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

10. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Disclosing Party: [Disclosing Party Name] [Disclosing Party Address]

If to the Receiving Party: [Receiving Party Name] [Receiving Party Address]

11. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

12. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Signature]

[Disclosing Party Name]

[Receiving Party Signature]

[Receiving Party Name]

Purpose
Confidential Information
Obligations of the Receiving Party
Exceptions
Remedies
Term and Termination
Governing Law
Entire Agreement
Severability
Notices
Waiver
Binding Effect

Sources

Case Laws

Case: Kajiado Constitutional Petition No.E003 of 2023 Hon. Isaac Kiserian v the County Assembly Speaker, Kajiado County
- Facts: The applicants alleged that the petitioner/respondent came to court with unclean hands, through concealment and non-disclosure of material facts, which was that the petition was substantially and strikingly similar to and was a replica and/or copy of the Kajiado Constitutional Petition No.E003 of 2023.
- Outcome: The court considered the allegations of concealment and non-disclosure of material facts.
- Relevance: This case highlights the importance of full disclosure in legal proceedings and the potential consequences of concealment or non-disclosure of material facts.
Case: Petition 12, 11 & 13 of 2021 (Consolidated)
- Facts: The High Court introduced a non-constitutional actor called an initiator, who performed a non-constitutional action 'initiate' when the Constitution only provided for a promoter whose definition was vastly different from an initiator.
- Outcome: The court emphasized the actor/initiator, fundamentally changing the import and meaning of article 257 of the Constitution.
- Relevance: This case demonstrates the potential impact of non-compliance with constitutional provisions and the importance of adhering to the established legal framework.
Case: Criminal Appeal No 36 of 1981
- Facts: The appellant appealed against the summary rejection of their appeal by the High Court under Section 352 (2) CPC.
- Outcome: The Court of Appeal held that there was no summary rejection if points of law were raised.
- Relevance: This case illustrates the importance of raising points of law in appeals and the potential consequences of failing to do so.
Case: Civil Appeal E035 of 2022
- Facts: The appellant advanced the respondent a loan facility of Kshs. 1,300,000.00 on November 11, 2020, on the strength of a motor vehicle as collateral. When the respondent defaulted on repayment of the loan, the appellant repossessed and sold the motor vehicle.
- Outcome: The court held that the in duplum rule is not applicable to non-deposit taking money lending institutions.
- Relevance: This case provides guidance on the application of the in duplum rule in Kenya and its limitations.
Case: S v Mdali 2009 (1) SACR 259 (C)
- Facts: The court considered the failure of the magistrate to adequately explain to an unrepresented accused the right to cross-examination, how it should be conducted, the purpose and scope thereof, and the consequences of a failure to cross-examine.
- Outcome: The court held that this failure breached the accused's fundamental rights to a fair trial.
- Relevance: This case emphasizes the importance of ensuring that unrepresented accused persons understand their rights and the procedures involved in legal proceedings.

TLDR

This is a sample Non-Disclosure Agreement (NDA) that can be used in Kenya. It outlines the confidential information that will be shared between the parties, the obligations of the receiving party, and the remedies available to the disclosing party in the event of a breach.

Conclusion

This sample Non-Disclosure Agreement provides a framework for protecting confidential information in Kenya. It is important to note that this is just a sample and may not be suitable for all situations. It is always advisable to consult with a qualified legal professional to ensure that the NDA is tailored to your specific needs and complies with Kenyan law.