PURCHASING & SUPPLY GROUP
NON-DISCLOSURE AGREEMENT
NON-DISCLOSURE AGREEMENT: EXECUTION COPY 1
This CONFIDENTIALITY AGREEMENT (the “Agreement”) is made effective as of the [●] day of [●], 201[●]
by and between Cleary Gottlieb Steen & Hamilton LLP (“CGSH”), a limited liability partnership with
registered offices at 2000 Pennsylvania Avenue, NW, Washington, DC 20006 (the “Premises”), and [●] (the
“Supplier”) with registered office at [●] (each a “Party,” and, together, the “Parties”). For the purposes of this
Agreement, CGSH includes its wholly owned subsidiaries, as well as its affiliates, branches, and offices both
in and outside the United States, and the Premises includes all offices of the foregoing.
In consideration of CGSH hiring the Supplier to perform [●] services (the “Services”), including as may be
set forth in an agreement between the Parties (the “Services Agreement”), and since the Supplier may be
provided with or come into contact with confidential and proprietary information belonging to CGSH or its
clients (each a “Disclosing Party” and together the “Disclosing Parties”) in connection with its provision of
Services, the Supplier hereby agrees as follows:
1. SUPPLIER’S DUTY OF NON-DISCLOSURE
A. “Confidential Information” means all confidential, proprietary, or non-public information of the
Disclosing Parties (however recorded or preserved) that is disclosed or made available, directly
or indirectly, by CGSH or its respective employees, officers, representatives or advisors to the
Supplier or its affiliates, representatives, employees or agents, relating to the business of such
Disclosing Party or that otherwise by its nature would be reasonably understood as confidential,
whether provided in written or oral form and in any manner whatsoever. Without limiting the
foregoing, Confidential Information may include confidential or proprietary information owned by a
third party and used under license by a Disclosing Party.
B. The Supplier agrees that it may only access and interact with any Confidential Information made
available to it to the extent necessary for it to perform the Services. The Supplier further agrees
that, as a recipient of Confidential Information: (i) except as expressly permitted by an applicable
Services Agreement, it shall not, for any purpose, use, disclose, reproduce, transfer or reduce to
writing or otherwise record the Confidential Information; (ii) it shall maintain in confidence the
Confidential Information and shall, with respect to such Confidential Information, use the same
degree of care and exercise reasonable efforts to protect such Confidential Information as it uses
and exercises with respect to protecting its own similar confidential and/or proprietary information,
but in all events no less than reasonable efforts and care; (iii) it shall only disclose Confidential
Information to those of its or its affiliates’ employees (a) to whom it is necessary to disclose such
Confidential Information for performance of the Services, (b) to whom it has advised of the terms
of this Agreement, and (c) who have agreed in writing to be bound by the terms of this
Agreement; (iv) it shall cause the employees to whom the Confidential Information is disclosed
pursuant to Section 1.B(iii) to comply with the terms of this Agreement, and it shall be responsible
for such compliance and fully liable for any failure to comply; and (v) except as set forth in Section
1.B(iii), it shall not disclose or in any way disseminate or make available any Confidential
Information disclosed or otherwise made available to it or in its possession to any other party.
C. The Supplier shall be responsible for any breach of the terms of this Agreement by it and its
affiliates, and their respective representatives, employees and agents, and shall take all
reasonable measures to prevent such parties from using, disclosing, reproducing, transferring,
reducing to writing or otherwise recording the Confidential Information as prohibited by this
Agreement. If it becomes known to the Supplier that (i) it or its affiliates, representatives,
employees or agents have breached any of the terms of this Agreement, or (ii) facts and/or
circumstances exist that could be reasonably expected to result in disclosure of any Confidential
Information, the Supplier shall in each case immediately notify CGSH of such breach, facts and/or