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It restricts disclosure and use, requires sharing only with authorized Representatives who must observe non-disclosure duties, and allows Buyer sharing with Affiliates under defined control by Mercedes-Benz Group AG. It defines Proprietary Information, ownership, exceptions, compelled disclosure process, and return or destruction obligations, with confidentiality and non-use lasting ten years after receipt or acquisition.",{"@graph":63,"@context":118},[64,80,101],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/ips-3103201-nda-confidentiality-and-non-disclosure-agreement/172122/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/ips-3103201-nda-confidentiality-and-non-disclosure-agreement/172122.png","ImageObject",442,249,{"name":88,"@type":89},"Cipher","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-10-18","2026-09-01",true,{"@type":98,"interactionType":99,"userInteractionCount":15},"InteractionCounter",{"@type":100},"ViewAction",{"@type":102,"mainEntity":103},"FAQPage",[104,110,114],{"name":105,"@type":106,"acceptedAnswer":107},"What is considered Proprietary Information under the agreement?","Question",{"text":108,"@type":109},"Proprietary Information includes ideas, plans, training materials, customer lists and information, business and financial information, procedures and processes, data, techniques, trade secrets, programs or procedures, know-how, and other confidential materials, in any form.","Answer",{"name":111,"@type":106,"acceptedAnswer":112},"Who is allowed to receive the other party’s Proprietary Information?",{"text":113,"@type":109},"A party may disclose Proprietary Information only to partners, employees, agents, and representatives who need to know, provided the disclosing party ensures they comply with the non-disclosure and non-use obligations. Buyer may also share with its Affiliates as defined.",{"name":115,"@type":106,"acceptedAnswer":116},"What happens if disclosure is required by law, or when the agreement ends?",{"text":117,"@type":109},"If disclosure is compelled by a government agency or court order, the receiving party provides prompt written notice if not legally prohibited and discloses only what counsel deems compelled. Upon demand, the receiving party must destroy or return tangible Proprietary Information and delete electronic copies, subject to backup or archival storage.","https://schema.org",{"og:url":78,"og:type":120,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":122,"canonical":78},"index,follow",{"doc_id":124,"site_id":56},172122,1788289754,{"code":4,"msg":5,"data":127},{"doc_id":124,"user_id":128,"nickname":88,"user_avatar":129,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":130,"file_id":131,"file_url":132,"file_type":133,"file_size":134,"view_count":15,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":47,"language":135,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":136,"faqs":137,"seo_title":138,"seo_description":61,"update_tm":125,"read_time":73},687208528416,"https://ap-avatar.wpscdn.com/davatar_9964176cb1d06d4a9deccf72a44ae3dc","THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (“Agreement”), dated as of [Month] [Day], 2022, is entered into by and between the Buyer(s) listed on the signature page and [Vendor Full Corporate Name], a [State] [Corporation / limited liability company/etc.], having its principal place of business at [Street Address] [City], [State] [ZIP] (“Vendor”).  If there is more than one Buyer party to this Agreement, then the term “Buyer” shall refer to all of such parties except where indicated below.\nWHEREAS, Vendor and Buyer may each provide to the other certain information in connection with a potential contractual relationship between the parties.\nNOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Vendor and Buyer agree as follows:\n1.\tNon-Disclosure of Information.  Except as and when a party may otherwise give its prior written consent, Vendor and Buyer shall each:\n(a)\tnot disclose, directly or indirectly, and shall maintain in strict confidence the other party’s Proprietary Information (as defined below) received at any time by any means, written or oral;\n(b)\tnot use the other party’s Proprietary Information for any purpose whatsoever, other than as contemplated by this Agreement;\n(c)\tdisclose the other party’s Proprietary Information only to its partners, employees, agents and representatives (each a “Representative”) who need to know the same; provided that the disclosing party shall cause any Representative who receives Proprietary Information to abide by the non-disclosure, non-use and other obligations contained herein; provided, further, that Vendor and the relevant Buyer shall each be liable for any breach by any of its Representatives of such obligations; and\n(d)\tnot disclose the nature of any services that Vendor may furnish or contract to furnish to Buyer, or the terms or existence of any such contract between Buyer and Vendor, except as required by its auditors and regulators or pursuant to any applicable law or court order.\n2.\tSharing with Affiliates by Buyer.  Notwithstanding anything to the contrary contained herein, Buyer may share Vendor’s Proprietary Information with its Affiliates.  An “Affiliate” is defined as an entity, directly or indirectly, controlled by Mercedes-Benz Group AG, a German corporation.  An Affiliate to which Buyer discloses Vendor’s Proprietary Information shall keep Vendor’s Proprietary Information confidential to the same extent that Buyer is so required.\n3.\tDefinitions of Proprietary Information.  For the purposes of this Agreement, the term “Proprietary Information” shall mean:  (a) any and all ideas, plans, training materials, customer lists, customer information, financial and business information, company procedures and other processes, data, techniques, trade secrets, proprietary programs or procedures, know-how, methods and other materials of a party hereto and any of its affiliates, whether in oral, written, electronic, graphic, photographic, recorded, prototype, sample or in any other form; and (b) any other information normally kept confidential by a prudent company.\n4.\tOwnership.  All Proprietary Information is and shall remain the sole and exclusive property of the relevant Buyer or its Affiliates, or Vendor, as applicable.\n5.\tProprietary Information of Third Parties.  Vendor and Buyer shall also each observe and comply with the foregoing non-disclosure and non-use obligations with respect to the Proprietary Information of a third party that is received by Vendor or Buyer pursuant hereto.\n6.\tExceptions.  Notwithstanding anything to the contrary contained in this Agreement, the obligations of non-disclosure contained herein shall not apply to any portion of the Proprietary Information that Vendor or Buyer can satisfactorily document and demonstrate:\n(i) \twas already known at the time of its disclosure without an obligation of confidentiality; or\n(ii)\tis or has become publicly known through no fault of a party hereto","cbCaialO3TrYJGKr","https://ap.wps.com/l/cbCaialO3TrYJGKr","docx",44525,"English","# Non-Disclosure of Information\n## Sharing with Affiliates by Buyer\n## Definitions of Proprietary Information\n## Ownership\n## Proprietary Information of Third Parties\n## Exceptions and Compelled Disclosure\n## Return of Proprietary Information","[{\"question\":\"What is considered Proprietary Information under the agreement?\",\"answer\":\"Proprietary Information includes ideas, plans, training materials, customer lists and information, business and financial information, procedures and processes, data, techniques, trade secrets, programs or procedures, know-how, and other confidential materials, in any form.\"},{\"question\":\"Who is allowed to receive the other party’s Proprietary Information?\",\"answer\":\"A party may disclose Proprietary Information only to partners, employees, agents, and representatives who need to know, provided the disclosing party ensures they comply with the non-disclosure and non-use obligations. Buyer may also share with its Affiliates as defined.\"},{\"question\":\"What happens if disclosure is required by law, or when the agreement ends?\",\"answer\":\"If disclosure is compelled by a government agency or court order, the receiving party provides prompt written notice if not legally prohibited and discloses only what counsel deems compelled. Upon demand, the receiving party must destroy or return tangible Proprietary Information and delete electronic copies, subject to backup or archival storage.\"}]","IPS-3.10.32.01 - NDA - Confidentiality and Non-Disclosure Agreement | DOCX"]