Example of a Confidentiality Agreement

A confidentiality contract It has the function of formalizing an agreement in which it undertakes to be confident regarding the use of technology or information that can be considered as reserved use.

The confidentiality contract It is aimed at companies that are outsourced or for employees that can be considered as trustworthy.

In general, this contract is used after or in parallel with the contract for the provision of services.

Two or more parties can be included in this type of contract, depending on the circumstances.

In this contract the parties are called differently.

• The contractor is called "HOLDER", even though he is a representative of the company or the legal person of the company in question will be called that way.
• The contracted person is called "RECEIVER" and can also be presented by an individual who represents the legal entity of the company.

Example of confidentiality contract:

CONFIDENTIALITY AGREEMENT

This confidentiality contract will be signed on the one hand by Mr. (José Alfredo Juárez Pérez) representative of the company “Pants of dress Humo” S.A. de C.V ”. and on the other (Catalina Pérez Ramírez) Representative of the company “Maquila Mendieta S.A. de C.V. "

For this purpose, the following Declarations and clauses will be adjusted and conformed.

Declarations:

I.- The legal representative of the "THE HOLDER" Declares:

a) His represented is a company formed as a legal entity, constituted in accordance with the corresponding laws in force, within the territory of the District Federal and said circumstance is verified with the deed number 59687456 that is duly registered in the public registry of the property and the Commerce.

b) Said deed, has the public faith granted by Josefino, Altamirano Morales, who is a Notary Public at the Public Notary's Office Number 5632 residing in this city.

c) Previous contract for the provision of services with the company “Maquila Mendieta S.A. de C.V. " in order to develop designs and manufacture them.

d) Due to the conformation and nature of the previous contract, the contracted party has classified information and reserved use, which hereby undertakes to keep it confidential, since it is considered that said information may represent an advantage commercial.

I.- Regarding the contract for the provision of services mentioned in subsection c, hereof, the following information was provided:

1. Design patterns delivered on compact discs and data dvd's that are the exclusive property of "Pants of Dress Humo" S.A. de C.V.

2. Patterns on paper, and designs registered in favor of the contracting company "Pants of dress Humo" S.A. de C.V.

3. Photographs and images of models using the designed garments.

4. It also undertakes to keep any improvements that they make confidential, and in this way to keep the data in a reserved and exclusive way for the benefit only of the contracting parties.

5. Which he undertakes to keep confidential as established in this contract.

II. Declares "THE RECEIVER":

1.- The company “Maquila Mendieta S.A. de C.V. ”, is duly constituted as evidenced by public deed number 65893, which It is registered in the public registry of property and commerce of the city, as well as the constitutive act that accredits Mrs. Catalina Pérez Ramírez, as a person duly empowered to carry out this contract.

2.- The company “Maquila Mendieta S.A. de C.V. ”, declares itself aware of containing information that leaves the contracting party,“ Pants of dress Humo ”S.A. at a clear advantage over its competitors. de C.V ”. and undertakes to keep them confidential and confidential.

In accordance with the above, the following are drawn up:

CLAUSES:

FIRST .- "The holder" Smoke dress pants "S.A. de C.V. when necessary, it will provide “Maquila Mendieta S.A. de C.V. ”, the "confidential information" that you require so that you consider it when carrying out your entrusted jobs, in favor of related to the technical, economic, commercial, legal and fiscal feasibility, among others, of carrying out "THE BUSINESS" as well as "THE BUSINESS" same.

“Maquila Mendieta S.A. de C.V. " As of the date of conclusion of this contract, you undertake not to alienate it, lease it, loan it, record it, negotiate it, reveal it, publish it, show it, make it known, transmit it or in any other way disclose it or provide it to any natural or legal person, national or foreign, public or private, by any means, even when it is to include it or deliver it in other documents such as studies, reports, proposals or offers, neither in whole nor in part, for any reason to third parties, natural or legal, national or foreign, public or private, present or future, that have not been previously authorized and in writing by "The owner" Pants of dress Humo "S.A. de C.V, in accordance with the provisions of clause second.

Similarly, “Maquila Mendieta S.A. de C.V. ”, from the date of execution of this contract, undertakes“ not ”to alienate it, lease it, loan it, record it, negotiate it, reveal it, publish it, teach it, make it known, transmit it or in any other way disclose it or provide it by any means, even in the case of include it or deliver it in other documents such as studies, reports, proposals or offers, neither in whole nor in part, for any reason to companies of which “Maquila Mendieta S.A. de C.V. ”, be a shareholder, advisor, successor, attorney-in-fact, director, commissioner, holder of shares and, in general, have any relationship of any kind by himself or by third parties.

Likewise, “Maquila Mendieta S.A. de C.V. ”, you expressly agree that you will not be able to take advantage or use, in any case, the" confidential information "for yourself or for your own purposes. “Maquila Mendieta S.A. de C.V. ”, assumes the obligation not to reveal" confidential information "for twenty years from the date of signing of this contract.

The receiving company “Maquila Mendieta S.A. de C.V. ”, undertakes not to reveal, either to associates or subcontractors the information concerning this contract or whether for informational, educational purposes, whether lecture, conference or any other means, regardless of whether said lectures or conferences or other means are or are not paid out; in case of having to inform, it will declare "Smoke dress pants" S.A. de C.V. who are the individuals who are empowered and that said persons or institutions undertake in the same way to maintain the confidentiality stipulated in this contract.

By virtue of the foregoing, it is understood that "THE RECEIVER" must ensure that each recipient of information mentioned in the preceding paragraph adheres to the confidentiality commitment provided in this contract.

The contracting parties acknowledge and agree that all information related to privacy in the Declarations of "Smoke dress pants" S.A. de C.V. It is at all times the property of "Pants of dress Humo" S.A. de C.V. so "Maquila Mendieta S.A. de C.V. ”, agrees to observe in this regard the provisions of the preceding paragraph and, in general, what is agreed upon in this instrument.

"Smoke dress pants" S.A. de C.V. You may claim or request the return of the "confidential information" at any time by means of communication made to “Maquila Mendieta S.A. de C.V. ”.

“Maquila Mendieta S.A. de C.V. ”, you must return, within 30 days from the date you receive the communication, the originals, copies and reproductions of the "confidential information" that you have in your possession as well as that which is in the possession of persons to whom the "confidential information" has been disclosed.

SECOND.- "Humo dress pants" S.A. de C.V, you must authorize in writing and previously “Maquila Mendieta S.A. de C.V. ”, in case it is a desire to "Smoke dress pants" S.A. de C.V, or the need for “Maquila Mendieta S.A. de C.V. ”, disclose all or part of the“ confidential information ”to a third.

"Smoke dress pants" S.A. de C.V, may deny the aforementioned authorization without expressing any cause.

If “Smoke dress pants” S.A. de C.V decides to grant written authorization, will sign with the third party for this purpose, a confidentiality contract prior to “Maquila Mendieta S.A. de C.V. " provide all or part of any "confidential information" to the third party, for which "Maquila Mendieta S.A. de C.V. " shall make sure before disclosing the "confidential information" if indeed "Pants of dress Humo" S.A. de C.V, and the third party signed the corresponding confidentiality.

THIRD.- “Maquila Mendieta S.A. de C.V. " agrees not to celebrate with any natural or legal person, national or foreign, public or private, present or future, any class of agreement, agreement, contract, negotiation or assuming obligations that are in conflict with this contract or that derive or imply the breach of the same.

FOURTH.- The specific elements that are considered as part of the "confidential information" defined above, are detailed in Annex "A" that is added to this contract as an integral part thereof, which is signed by the parties in common. agreement.

FIFTH.- In the event that “Maquila Mendieta S.A. de C.V. " Failure to comply with the obligations under his charge, provided for in this instrument, will pay "Pants of dress Humo" S.A. de C.V. a compensation corresponding to the damages that are generated by this concept, or a conventional penalty equivalent to the amount of the cost of the project indicated in the contract for the provision of services or any third party assignee of the aforementioned contract claim to "Pants of dress Humo" S.A. de C.V, as a result of the breach of this contract, in addition to the amounts that are generated for the expenses of lawyers and the judicial procedure that or any third party assignee of the contract for the provision of services instituted against of "Pants of dress Humo" S.A. de C.V, as well as the expenses of lawyers and of the judicial procedure that "Pants of dress Humo" S.A. de C.V, have to promote against "Maquila Mendieta S.A. de C.V. ”.

SIXTH.- The term of this contract will be 20 years from the date of signature.

SEVENTH.- In the event that one or more of the provisions contained in this contract is, for any reason, invalid, illegal or cannot be exercised in any aspect, such invalidity or illegality will not affect any other provision provided herein and this contract will be interpreted as if such invalid or illegal provision had never been included.

EIGHTH.- This contract can only be modified by means of a written agreement signed by all the contracting parties.

NINTH.- Any notice or notification that the parties must make regarding this contract will be made in writing to the following addresses:

"Smoke dress pants" S.A. de C.V, Av Revolución No. 1910, office 563 Colonia México, del Álvaro Obregón. Mexico Federal District.

“Maquila Mendieta S.A. de C.V. ”. Av. Chimalhuacan number 563, col Juan Escutia, Del. Istapalapa. Mexico D. F.

Likewise, if for any reason any of the contracting parties changes their address, the party that undergoes the change must notify it with a anticipation of five calendar days to the date on which the change occurs, otherwise the notifications made to the previous address will supply all their efects.

TENTH.- For the interpretation and fulfillment of this contract, as well as for the resolution of any controversy related to it, the parties agree that the clauses of this contract and the laws of Mexico Federal District apply and for everything related to it, they will be subject to the jurisdiction of the courts of Mexico City, Federal District, expressly waiving any other jurisdiction that for any reason may reciprocate.

ELEVENTH.- The parties acknowledge and accept that the present declarations and clauses contained in this agreement render without effect any agreement or negotiation previously held by them, the provisions of this instrument prevailing over any other agreement previous.

Having read that the content of this contract was in all its parts and the contracting parties knowing the scope of all declarations and clauses are signed in duplicate in Mexico City, federal district on June 3, 2012.

Jose Alfredo Juarez Perez Catalina Perez Ramirez
Signature Signature