NDA - Nazca
NDA - Nazca
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the “Agreement”) is made effective as of the date of the last
signature below (the “Effective Date”) by and between Nazca Interpreting located at
_______________________and _________________. Nazca Interpreting and the undersigned entity are
referred to individually as a “Party,” a “Disclosing Party,” or a “Receiving Party,” and together as
the “Parties”.
The Parties have entered into this Agreement in order to establish the basis for the
identification, sharing, use, and protection of Confidential Information (as defined below) solely
for the purpose (the “Purpose”) of Over-the-phone, On Site and VRI Interpreting and Translation
Services_________________. Accordingly, the Parties have agreed as follows:
3. Exclusions. Confidential Information shall not include any information that: (a) was in the
public domain prior to the execution of this Agreement or which after such execution becomes
part of the public domain and was not disclosed in violation of this Agreement, (b) was in the
Receiving Party’s possession at the time of disclosure hereunder and was not acquired directly
or indirectly in violation of an obligation of confidentiality; (c) is independently developed by
the Receiving Party without use of any Confidential Information, as evidenced by appropriate
documentation; (d) is rightfully received, free of restrictions and without breach of the
Agreement, by the Receiving Party from a third party; or (e) is disclosed with the prior written
permission of the Disclosing Party. If the Receiving Party believes that any of the
aforementioned (a) through (d) applies to information received from the Disclosing Party, the
Receiving Party shall notify the Disclosing Party, so that the Parties may maintain a consistent
understanding of their respective obligations hereunder.
5. Restricted Usage. The Parties agree to disclose and use Confidential Information only to
further the Purpose. The Receiving Party shall not disclose Confidential Information to any
third party, other than in a proposal developed by the Parties and related to the Purpose,
without the prior written approval of the Disclosing Party, except that each Party may disclose
such information to its Affiliates, employees, vendors and agents who have a legitimate need
to know such information in connection with the Purpose and who are bound by a comparable
non-disclosure obligation. Each Party shall be responsible for unauthorized disclosures by its
own Affiliates, employees, vendors and agents. Each Party agrees to treat and maintain all
Confidential Information in substantially the same manner as it would treat and maintain the
confidentiality of its own proprietary information in the ordinary course of business, but at a
minimum each Party agrees to exercise no less than a reasonable standard of care to prevent
unauthorized copying, use, publication or disclosure. The Parties shall not reproduce any
Confidential Information except to the extent reasonably necessary to further the Purpose and
only if all proprietary legends or markings on the original are retained on all copies, including
partial copies. The Receiving Party shall notify the Disclosing Party in writing immediately
upon the occurrence of any unauthorized release of Confidential Information, whether
inadvertent or otherwise, and shall use reasonable efforts to prevent or limit any further
dissemination of such Confidential Information.
6. Compliance with Laws. Neither Party shall disclose or use any Confidential Information in any
manner contrary to the laws and regulations of the United States or any other applicable
jurisdiction, including, without limitation, with respect to laws and regulations governing
classified information, export-controlled data and competition sensitive information.
8. Relationship between the Parties. Nothing contained in this Agreement shall be deemed to
grant to the Receiving Party any right or license in the Confidential Information other than the
rights expressly provided herein. Nothing contained in this Agreement shall impose an
obligation on the Parties to enter into a business transaction or to extend their business
relations in any manner not specifically set forth in this Agreement. Nothing in this Agreement
shall grant to either Party the right to make commitments of any kind for or on behalf of the
other Party. This Agreement shall not constitute an agency, joint venture, or partnership
between the Parties.
9. Term and Termination. This Agreement shall commence on the Effective Date and remain in
effect for one (1) year unless mutually extended by the Parties or earlier terminated in
accordance with this Section 9. Either Party may terminate this Agreement (a) without cause
on thirty (30) days’ written notice to the other Party or (b) immediately upon giving written
notice of a material breach to the breaching Party. Notwithstanding any such termination, all
of the Receiving Party’s non-disclosure obligations pursuant to this Agreement shall survive
with respect to any Confidential Information received prior to such termination for a period of
four (4) years thereafter, except that non-disclosure obligations relating to trade secrets shall
survive until such information ceases to be a trade secret as a matter of law.
10. Return or Destruction of Confidential Information. At any time upon the request of the
Disclosing Party, and in any event upon termination of this Agreement, the Receiving Party
shall promptly return to the Disclosing Party or destroy (which destruction shall be evidenced
by a certificate of an authorized person of the Receiving Party at the written request of the
Disclosing Party) the Confidential Information and all copies thereof; provided that the
Receiving Party may retain copies of the Confidential Information as required by any (A)
applicable law or regulation or bona fide policies and procedures established for legal,
compliance or regulatory purposes, or (B) automatic data back-up system in accordance with
the Receiving Party’s security and/or disaster recovery procedures in the ordinary course of
business; provided further that any such retained copies of the Confidential Information shall
be kept confidential in accordance with, and shall otherwise remain subject to, the provisions
hereof and shall not be accessed or used for any purpose other than the purposes for which
retention is hereby permitted, in each case for as long as they are retained (notwithstanding
any prior termination hereof). Receiving Party shall notify Disclosing Party of any such
retention.
11. Damages and Injunctive Relief. The Parties agree that, owing to the nature of this Agreement
and of the Confidential Information, money damages may not be a sufficient remedy for any
breach of this Agreement by the Receiving Party. The Disclosing Party shall be entitled to seek
injunctive and/or other equitable relief as a remedy for any such breach, without any
requirement for the securing or posting of any bond or other security. Such remedy shall not
be deemed to be the exclusive remedy for breach of this Agreement but shall be in addition to
all other remedies available at law or equity.
12. Governing Law and Jurisdiction. Interpretation of this Agreement and any dispute arising from
it shall be governed by the laws of the Commonwealth of Virginia without regard to its choice
of law rules. With respect to any legal disputes between the Parties arising out of or related to
this Agreement, the Parties irrevocably consent to the exclusive personal jurisdiction of the
U.S. Federal District Court for the Eastern District of Virginia, or if such court does not have
subject matter jurisdiction over the dispute, any other federal or state court of competent
subject matter jurisdiction located in the Commonwealth of Virginia. Each Party irrevocably
and unconditionally consents to waive its right to a jury trial in any action arising under this
Agreement. The prevailing Party, as determined by the court, in any action to enforce this
Agreement shall be entitled to reimbursement of reasonable, documented costs and attorneys’
fees incurred in connection with such enforcement.
13. Prior Agreements; Modifications and Waivers. This Agreement represents the entire
agreement and understanding between the Parties relating to its subject matter. Any changes
to this Agreement must be approved in writing by both Parties. The failure of a Party to
exercise any right or remedy will not be deemed or constitute a waiver of such right or remedy
in the future. No waiver of any of the provisions of this Agreement will be deemed or will
constitute a waiver of any other provision hereof, nor will any such waiver constitute a
continuing waiver unless otherwise expressly provided.
14. Assignment. Neither Party may assign this Agreement or any rights hereunder without the
prior written consent of the other Party, such consent not to be unreasonably withheld,
provided that a Party may assign this Agreement to an Affiliate or to a third party without such
prior written consent as part of a merger, consolidation, sale, or transfer of all or substantially
all its assets associated with that portion of its business related to the subject matter of this
Agreement, but only if the assignee has or simultaneously acquires all of the necessary rights
and other assets to perform such Party's obligations hereunder.
15. Notices. All notices required or permitted to be given hereunder shall be deemed properly
given if delivered to the Party’s address listed on the signature page to this Agreement, or at
such other address as a Party may give by notice hereunder. Any notices will be deemed to
have been duly given and received: (a) on the date of receipt if personally delivered, (b) when
sent by email to the Party’s contact identified on the signature page (with confirmation of
delivery), or (c) when sent by a recognized overnight courier service, one (1) business day
following confirmation of delivery by such courier service.
16. Severability. Should any provision of this Agreement be held to be invalid, void, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions contained herein
shall continue to remain in full force and effect and shall not be impaired or otherwise
invalidated in any way. The invalid, void, or unenforceable provision shall be replaced by valid,
effective and enforceable language agreed upon by the Parties to be closest in meaning and
effect to the replaced provision.
17. Counterparts; Headings. This Agreement may be executed in counterparts, all of which
together shall constitute one and the same document. Further, this Agreement may be
executed by transfer of an originally signed document, including by electronic signature, by e-
mail in PDF format, each of which will be as fully binding as an original document. Headings
are inserted for convenience of reference only.
By: By:
Name: Christian Lanazca Name:
Title: CEO/ Co-Founder Title:
Date: Date: