Non-Disclosure Agreement
Mutual Confidentiality Agreement Template
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date last signed below
Party 1 (Disclosing Party)
Company: Entercom Digital Agency
Owner: Edsion Shyti
NIPT/NUIS: L94407601E
Address: Rinia Road, Pogradec, 7301, Albania
Email: info@entercom.al
Party 2 (Receiving Party)
Company: ________________________
Representative: ________________________
Registration #: ________________________
Address: ________________________
Email: ________________________
Effective Date: ________________ | Agreement ID: NDA-EC-2025-____
Recitals
WHEREAS, the parties wish to explore a potential business relationship regarding:
[Describe purpose: e.g., "Digital transformation project", "AI automation implementation", "Software development collaboration"]
WHEREAS, in connection with this potential relationship, each party may disclose to the other party certain confidential and proprietary information;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definition of Confidential Information
"Confidential Information" means any and all information, data, materials, or knowledge disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, electronically, or by any other means, including but not limited to:
- Business plans, strategies, and financial information
- Technical data, algorithms, source code, and software
- Product designs, specifications, and prototypes
- Customer lists, supplier lists, and business contacts
- Marketing plans, sales data, and pricing information
- Trade secrets, inventions, and intellectual property
- Personal data and employee information
- Any information marked as "Confidential" or that a reasonable person would understand to be confidential
2. Exclusions from Confidential Information
Confidential Information does not include information that:
- Was publicly known at the time of disclosure or becomes publicly known through no breach of this Agreement by the Receiving Party
- Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records
- Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation
- Is independently developed by the Receiving Party without use of or reference to the Confidential Information
- Is required to be disclosed by law, regulation, or court order (provided the Receiving Party gives prompt notice to the Disclosing Party)
3. Obligations of the Receiving Party
The Receiving Party agrees to:
3.1 Use Restriction
Use the Confidential Information solely for the purpose of evaluating and pursuing the potential business relationship described in the Recitals, and not for any other purpose.
3.2 Protection Standard
Protect the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
3.3 Limited Disclosure
Disclose the Confidential Information only to its employees, contractors, or advisors who:
- Have a legitimate need to know for the permitted purpose
- Have been informed of the confidential nature of the information
- Are bound by confidentiality obligations at least as restrictive as those in this Agreement
3.4 No Reverse Engineering
Not reverse engineer, disassemble, or decompile any prototypes, software, or samples provided by the Disclosing Party.
3.5 Prompt Notification
Promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate to prevent further unauthorized disclosure.
4. No License or Transfer of Rights
This Agreement does not grant the Receiving Party any license, rights, or interest in the Confidential Information, except as expressly stated herein. All Confidential Information remains the sole property of the Disclosing Party.
Nothing in this Agreement obligates either party to proceed with any transaction or relationship.
5. Return or Destruction of Materials
Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall:
- Promptly return all tangible materials containing Confidential Information
- Destroy all copies, notes, summaries, or extracts derived from the Confidential Information
- Delete all electronic files containing Confidential Information
- Provide written certification of such return or destruction within 10 business days
Exception: The Receiving Party may retain one copy for legal compliance purposes, which shall remain subject to the confidentiality obligations of this Agreement.
6. Term and Termination
6.1 Term
This Agreement shall remain in effect for:
6.2 Survival of Obligations
The obligations under this Agreement with respect to any Confidential Information disclosed prior to termination shall survive for an additional:
6.3 Termination
Either party may terminate this Agreement at any time with 30 days' written notice to the other party. Termination does not relieve either party of obligations incurred prior to termination.
7. Remedies
Both parties acknowledge that:
- Unauthorized disclosure or use of Confidential Information may cause irreparable harm
- Monetary damages alone may be insufficient to remedy such breach
- The non-breaching party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without the need to post a bond
- Such equitable relief is in addition to any other remedies available at law or in equity
8. Data Protection and GDPR Compliance
To the extent that Confidential Information includes personal data as defined under the General Data Protection Regulation (GDPR) or other applicable data protection laws:
- Each party shall process such personal data only as permitted by applicable law
- The Receiving Party shall implement appropriate technical and organizational security measures
- The Receiving Party shall not transfer personal data outside the EU/EEA without appropriate safeguards
- Upon request, the parties shall enter into a separate Data Processing Agreement if required
Legal Reference: GDPR - Regulation (EU) 2016/679
9. General Provisions
9.1 Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior agreements, whether written or oral.
9.2 Amendments
This Agreement may only be amended by a written document signed by both parties.
9.3 No Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision.
9.4 Severability
If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.
9.5 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all assets.
9.6 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Albania, without regard to conflict of law principles.
9.7 Jurisdiction
Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Pogradec, Albania. For EU-based parties, this does not affect mandatory consumer protection rights under EU law.
9.8 Counterparts
This Agreement may be executed in counterparts, including electronic copies, each of which shall be deemed an original and all of which together shall constitute one agreement.
Agreement Signatures
By signing below, the parties acknowledge that they have read, understood, and agree to be bound by the terms of this Mutual Non-Disclosure Agreement.
Party 1
Company: Entercom Digital Agency
Name: Edsion Shyti
Title: Owner
Signature
Date: ____/____/________
Party 2
Company: _________________________
Name: _________________________
Title: _________________________
Signature
Date: ____/____/________