Third-Party Source Code Nondisclosure Agreement
Understanding this form
The Third-Party Source Code Nondisclosure Agreement is a legal contract that protects the proprietary information and trade secrets of a software developer when sharing source code with a licensee. This agreement ensures that the licensee acknowledges the developer's ownership of the source code and agrees to maintain confidentiality regarding any transferred information. Unlike other agreements, this specific form focuses on source code, which is critical for software development and maintenance, ensuring that intellectual property remains secure.
Key parts of this document
- Property Rights: Establishes that all proprietary information remains the exclusive property of the developer.
- Use: Specifies allowable uses of the proprietary information by the licensee, restricting unauthorized actions.
- Confidentiality: Outlines the obligations of the licensee to protect confidential information and prevent unauthorized disclosures.
- Copyright Notices: Mandates the retention of copyright and proprietary notices associated with the developer's material.
- Disclaimers of Warranties: Clarifies that the developer is not liable for defects or issues within the software.
- General Provisions: Covers jurisdiction, attorney fees, assignment, severability, waiver, and entire agreement clauses.
Common use cases
This agreement should be used when a licensee is granted access to a developer's source code and associated proprietary information under a software license. It is applicable in scenarios where the developer needs to ensure that their intellectual property is not disclosed or misused after sharing, particularly in software development environments where collaboration and information exchange are necessary.
Intended users of this form
- Software developers seeking protection for their source code when sharing with third parties.
- Companies entering into licensing agreements involving proprietary technology or software.
- Individuals or organizations that need to safeguard confidential information as part of a business arrangement related to software development.
Instructions for completing this form
- Identify the parties: Enter the full names of the developer and licensee, along with their respective corporation details.
- Attach necessary schedules: Include Schedule A (the software license) and Schedule B (the software programs).
- Specify the proprietary information: Clearly define what constitutes proprietary information as per the agreement.
- Review confidentiality clauses: Ensure both parties understand their responsibilities to safeguard proprietary information.
- Obtain signatures: Both parties should sign and date the agreement to indicate mutual consent to the terms outlined.
Is notarization required?
In most cases, this form does not require notarization. However, some jurisdictions or signing circumstances might. US Legal Forms offers online notarization powered by Notarize, accessible 24/7 for a quick, remote process.
Avoid these common issues
- Failing to clearly identify the proprietary information included in the agreement.
- Not retaining copyright notices or proprietary labels in the shared documentation.
- Overlooking the confidentiality obligations outlined in the agreement.
- Not seeking legal advice before signing, which can lead to longer-term liability issues.
Why complete this form online
- Convenience: Access and download the agreement at any time, reducing delays in your legal processes.
- Editability: Customize the form to fit specific needs and situations with ease.
- Reliability: Ensure that the agreement is drafted to meet legal standards, providing peace of mind for your business arrangements.
Legal use & context
- This agreement is enforceable in the jurisdiction specified within the document, with legal implications for breaches of confidentiality.
- Using this form appropriately helps protect a developer's intellectual property and may deter unauthorized use or disclosure.
- The agreement includes provisions to seek legal remedies in the event of a breach, ensuring developers can enforce their rights.
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FAQ
In the Sample NDA Agreement, the Disclosing Party is the person disclosing secrets, and the Receiving Party is the person or company who receives the confidential information and is obligated to keep it secret. The terms are capitalized to indicate they are defined in the agreement.
"Recipient" means a party to this agreement that receives or obtains directly or indirectly Confidential Information. "Representative" means, in relation to a party, that party's employees, agents, accountants and lawyers.
Read the Duration clauses. Good NDAs will have two different terms of duration. Read the termination clause. Like any other relationship, business partnerships can come to an early end unexpectedly. Read the Return of Information clause.
Disclosing Party means the party disclosing Confidential Information to the other party, including any Affiliate of such other party. (d) Receiving Party means the party receiving Confidential Information from the other party, including any Affiliate of such other party.
The party to be charged must have signed the contract. Since the NDAs benefit you, so long as the other party has signed, that ishould be sufficient.
Identification of the parties. Definition of what is deemed to be confidential. The scope of the confidentiality obligation by the receiving party. The exclusions from confidential treatment. The term of the agreement.
An employer will often require an employee to sign an NDA because it allows their company to operate at a higher level, with less risk.Understand, your employer is not asking you to sign an NDA out of mistrust, they are asking you to sign one because it is essential to conducting business smoothly and efficiently.
Identify each party in the first section of the form. The NDA form will start by declaring it to be an agreement and identifying who the agreement is between. Whoever is disclosing the information to be protected is the "disclosing party"; write his or her name on this space.