NON-DISCLOSURE AGREEMENT (NDA)
NEW YORK STATE

 

All information provided by Courtney Cady Bagtazo and Shallow Fashion are not to be shared with any individuals outside the agreeing parties below without prior consent. 

Please be aware that as the "second party," you are paying for a service that includes confidential methods and practices, contact information, processes, and technical information. All fees charged by Shallow Fashion for services are considered confidential. Let it be known that all "Confidential Information" outlined in paragraph one of the terms are always considered confidential, regardless of whether their confidentiality is expressed explicitly or not. 

Likewise, this form offers the signing "second party" confidence that any information regarding their company, designs, financiers and/or other projects will not be shared by Courtney Cady Bagtazo or Shallow Fashion without prior consent. 

This Non-Disclosure Agreement, hereinafter known as the “Agreement”, created on the *
This Non-Disclosure Agreement, hereinafter known as the “Agreement”, created on the
is by and between COURTNEY CADY BAGTAZO, DBA SHALLOW FASHION, hereinafter known as “1st Party”, and *
is by and between COURTNEY CADY BAGTAZO, DBA SHALLOW FASHION, hereinafter known as “1st Party”, and
hereinafter known as “2nd Party”, and collectively known as the “Parties”. WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information. The Parties agree as follows:  
II. TYPE OF AGREEMENT.
III. RELATIONSHIP. The Party A’s relationship to Party B can be described as SERVICE PROVIDER and Party B’s relationship to Party A can be described as CLIENT.
IV. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to the Party’s business, assets, operations or contracts, furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the other Party, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.
However, Confidential Information does not include: (a) information generally available to the public;   (b) widely used programming practices or algorithms; (c) information rightfully in the possession of the Parties prior to signing this Agreement; and (d) information independently developed without the use of any of the provided Confidential Information.
V. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within 14 days.
VI. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
VII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
VIII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
IX. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
X. GOVERNING LAW. This Agreement shall be governed under the laws in the State of New York.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below. *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.
FIRST PARTY
COURTNEY CADY BAGTAZO
SECOND PARTY *
SECOND PARTY
BY CONSENTING TO THE ENCLOSED AGREEMENT, ALL PARTIES AGREE TO THE TERMS AS DESCRIBED ABOVE. ALTERATIONS TO THESE AGREEMENTS CAN ONLY BE MADE BY BOTH PARTIES AND MUST BE PLACED IN WRITING. BOTH PARTIES CAN RECEIVE A HARD-COPY OF THESE AGREEMENTS IF REQUESTED, AND WILL BE RESPONSIBLE FOR UPHOLDING ITS TERMS. BY SUBMITTING INFORMATION IN THIS FORM, PARTY CONSENTS TO WAIVING A SIGNATURE AND IS HELD RESPONSIBLE FOR SUBMITTING THIS DOCUMENT AS OUTLINED BY THE US UETA LAW REGARDING ELECTRONIC SIGNATURES. *