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OGBN

 

 

OGBN NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between:

Omni Global Business Networks (OGBN)
Address: 2900 Mountain Industrial Blvd, Tucker, GA 30084
("Disclosing Party")

and

Consultant
Name: ___________________________
Address: _________________________
Email: ___________________________
("Receiving Party" or "Consultant").

Collectively referred to as the "Parties" and individually as a "Party."

1. PURPOSE

1.1 Background

The Parties desire to explore and/or engage in a professional relationship whereby the Consultant will provide services for projects, products, and other deliverables (collectively, "Projects") for OGBN. In the course of this engagement, OGBN will disclose to the Consultant certain sensitive and proprietary information.

1.2 Purpose

The purpose of this Agreement is to define the terms and conditions under which the Consultant must maintain the confidentiality of all such sensitive and proprietary information ("Confidential Information"). This Agreement is intended to prevent unauthorized disclosure or use of such Confidential Information by the Consultant or any third parties.

2. DEFINITIONS

2.1 "Confidential Information"

For purposes of this Agreement, "Confidential Information" means any non-public information, in any form, provided by OGBN to the Consultant, including but not limited to:

  • Project Documents and Deliverables: All project-related materials, technical documents, business plans, research, data, reports, proposals, specifications, designs, prototypes, and any other work product generated or provided by OGBN.

  • Business and Operational Information: Information regarding OGBN’s business strategies, marketing plans, customer lists, supplier and vendor information, pricing details, financial data, and operational processes.

  • Intellectual Property: Trade secrets, inventions, processes, formulas, software, algorithms, designs, and any other proprietary information.

  • Communications: Any correspondence, emails, meeting notes, or discussions (whether oral, written, or electronic) where Confidential Information is disclosed.

  • Other Sensitive Information: Any information designated by OGBN as confidential at the time of disclosure.

2.2 Exclusions from Confidential Information

Notwithstanding the foregoing, Confidential Information does not include information that:

  • Public Domain: Is or becomes publicly available through no fault of the Consultant.

  • Pre-Existing Knowledge: Was already in the Consultant’s possession prior to disclosure by OGBN, provided that such prior possession is demonstrable by written records.

  • Independent Development: Is independently developed by the Consultant without reference to or reliance on OGBN’s Confidential Information.

  • Third-Party Disclosure: Is received from a third party who has the legal right to disclose it without any breach of confidentiality.

  • Legal Requirement: Is required to be disclosed by law, regulation, or court order, provided that the Consultant gives prompt written notice to OGBN to allow the opportunity to seek a protective order or other remedy.

3. OBLIGATIONS OF THE CONSULTANT

The Consultant agrees to the following obligations regarding Confidential Information:

3.1 Duty of Care

  • Reasonable Measures: The Consultant shall exercise at least the same degree of care in safeguarding OGBN’s Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable standard of care.

  • Security Measures: The Consultant shall implement and maintain appropriate technical and organizational measures to prevent unauthorized access, disclosure, or use of Confidential Information.

3.2 Use of Confidential Information

  • Limited Use: The Consultant shall use Confidential Information solely for the purpose of performing services under the Projects for OGBN. The Consultant shall not use Confidential Information for any other purpose, including any commercial or competitive purpose.

  • No Reverse Engineering: The Consultant agrees not to reverse engineer, decompile, or disassemble any tangible objects that embody Confidential Information.

3.3 Non-Disclosure and Non-Use

  • Strict Non-Disclosure: The Consultant shall not disclose any Confidential Information to any person or entity without OGBN’s prior written consent. Disclosure is permitted only on a strict “need-to-know” basis to employees, agents, or subcontractors who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

  • Third-Party Agreements: The Consultant shall ensure that any party receiving Confidential Information in connection with the Projects signs a confidentiality agreement that imposes obligations at least as restrictive as those set forth herein.

3.4 Notification of Unauthorized Disclosure

  • Immediate Notice: The Consultant shall immediately notify OGBN in writing upon discovering any unauthorized use or disclosure of Confidential Information. The Consultant shall cooperate fully with OGBN in investigating and remedying any such breach.

3.5 Return or Destruction of Confidential Information

  • Upon Termination: Upon termination of the Consultant’s engagement or upon request by OGBN, the Consultant shall promptly return or destroy all materials, documents, and copies (whether in electronic or physical form) containing any Confidential Information.

  • Certification of Compliance: The Consultant shall certify in writing to OGBN that it has returned or destroyed all such Confidential Information.

4. TERM AND SURVIVAL

4.1 Term of Agreement

This Agreement shall commence on the Effective Date and shall continue for the duration of the Consultant’s engagement with OGBN, regardless of the form of the engagement (whether project-based, retainer-based, or otherwise).

4.2 Survival of Confidentiality Obligations

Notwithstanding the termination or expiration of this Agreement, the Consultant’s obligations with respect to the Confidential Information shall survive for a period of five (5) years from the date of termination, or until such Confidential Information no longer qualifies as confidential pursuant to Section 2.2, whichever occurs later.

5. NO LICENSE OR RIGHTS GRANTED

5.1 Intellectual Property

Nothing in this Agreement shall be construed as granting the Consultant any rights, by license or otherwise, in or to any of OGBN’s Confidential Information or any intellectual property rights therein. All such rights remain exclusively with OGBN.

5.2 Ownership

All Confidential Information remains the exclusive property of OGBN. The Consultant agrees that any derivative works or modifications based on Confidential Information are also the property of OGBN.

6. REMEDIES FOR BREACH

6.1 Injunctive Relief

The Consultant acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to OGBN for which monetary damages may be an inadequate remedy. Therefore, in the event of any such breach, OGBN shall be entitled to seek injunctive relief, specific performance, or other equitable remedies without the necessity of posting a bond or proving actual damages, in addition to any other rights or remedies available at law.

6.2 Indemnification

The Consultant agrees to indemnify, defend, and hold harmless OGBN from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) incurred by OGBN as a result of any breach of this Agreement by the Consultant or its representatives.

7. GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

7.2 Jurisdiction and Venue

The Parties agree that any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Tucker, GA, and each Party hereby consents to the personal jurisdiction of such courts.

7.3 Dispute Resolution

In the event of any dispute, the Parties agree to attempt in good faith to resolve the dispute through negotiation. If negotiation fails to resolve the dispute within thirty (30) days, the Parties may agree to mediate the dispute before pursuing any legal action.

8. MISCELLANEOUS PROVISIONS

8.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

8.2 Amendments

No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both Parties.

8.3 Waiver

No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

8.4 Severability

If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which will remain in full force and effect.

8.5 Assignment

The Consultant may not assign or transfer any rights or obligations under this Agreement without the prior written consent of OGBN. Any attempted assignment without such consent shall be void.

8.6 Notices

All notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by a recognized overnight delivery service to the addresses specified below or to such other address as either Party may designate in writing.

Notices to OGBN:
Omni Global Business Networks (OGBN)
2900 Mountain Industrial Blvd
Tucker, GA 30084
Email: info@ogbn.net

Notices to Consultant:
[Consultant’s Address and Email]

9. NO OBLIGATION TO PROCEED

This Agreement does not obligate either Party to proceed with any proposed business relationship or transaction. The disclosure of Confidential Information by OGBN is made solely for the purpose of evaluating a potential business relationship with the Consultant.

10. SIGNATURES

By signing below, the Parties acknowledge that they have read, understood, and agree to be bound by the terms and conditions of this Non-Disclosure Agreement.

Omni Global Business Networks (OGBN)
Signature: __________________________________
Name: __________________________________
Title: __________________________________
Date: __________________________________

Consultant
Signature: __________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________

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