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INTERNSHIP CONFIDENTIALITY AGREEMENT
This Internship Confidentiality Agreement, known as the "Agreement", is between
______________________________, hereinafter known as the "Intern", and
______________________________, hereinafter known as the "Sponsor". Collectively,
the Intern and Sponsor shall be known as the “Parties”, agree as follows:
1. KNOWLEDGE AND EXPERIENCE. The Sponsor shall be recognized as the
individual or entity that provides a position to the Intern in order to obtain knowledge and
experience in an industry that will merit justification of value in accordance with local
and federal laws, hereinafter known as the "Internship Program". Intern agrees to serve
unpaid for the Internship Program and to comply with any and all required policies of the
Sponsor and its Internship Program. The Intern shall not possess the authorization to
represent themselves as an employee of the Sponsor at any time.
2. CONFIDENTIAL INFORMATION. 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, patent applications, know-how, experimental results, specifications, and
other business information relating to Sponsor’s business, assets, operations or
contracts, furnished to Intern and/or Intern’s affiliates, officers, owners, agents,
consultants or representatives, in the course of their efforts, regardless of whether such
Confidential Information has been expressly designated as confidential or proprietary.
Confidential Information also includes any and all analyses, compilations, products,
studies, and other data or material prepared by or in the possession or control of the
Intern which contain, include, refer to or otherwise reflect or are generated from any
Confidential Information. Confidential Information may be provided in written, oral,
electronic, or other form. Intern acknowledges that no representation or warranty,
expressed or implied, has been or is made by or on behalf of Sponsor as to the
accuracy or completeness of any of the Confidential information furnished to the Intern.
3. FORM OF DISCLOSURE. Confidential Information may be oral, visual, or by
demonstration or in some other form not permanently recorded and shall be considered
Confidential Information regardless of whether such Confidential Information has been
expressly designated as confidential or proprietary.
4. PERIOD OF CONFIDENTIALITY AND NON-USE. Intern shall maintain in strict
confidence for a period of _____________________ from the Effective Date and not
disclose any Confidential Information it receives from Sponsor to any third party or use
the Confidential Information for its own or any other party's benefit, except in
furtherance of its obligations to Sponsor pursuant to any business transaction it may
enter into with Sponsor. Intern shall use, as a minimum, the same degree of care to
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avoid disclosure or use of the Confidential Information as it employs with respect to its
own confidential, proprietary and secret information of like importance, but in
any case using no less than a reasonable degree of care. Intern shall limit access to all
Confidential Information to only those of Intern’s personnel, agents and representatives
who need to know such information for carrying out Intern’s obligations to Sponsor
pursuant to any business transaction it may enter into with Sponsor, and the
Confidential Information will be used only for carrying out Intern’s obligations to Sponsor
pursuant to any business transaction it may enter into with Sponsor. Intern shall ensure
that anyone who is given access to the Confidential Information by or on behalf of Intern
shall be bound by and shall comply with the terms of this Agreement.
5. EXCLUSIONS. Information shall not be deemed Confidential Information, and Intern
shall have no obligation of confidentiality or restriction against use with respect to any
information which:
5.1. was known, in the possession of or documented by Intern through no
wrongful act and prior to Sponsor’s disclosure of such information to Intern;
5.2. becomes publicly known through no wrongful act of Intern and/or through no
breach of any obligation to Sponsor;
5.3. is rightfully received from a third party who is not subject to restrictions
regarding the use and disclosure of such information in favor of Sponsor; or
5.4. is approved for release by written authorization from Sponsor; provided that,
unless notice of said prior knowledge and possession or receipt from a third party
is given to Sponsor within thirty (30) days of receipt of the information from
Sponsor or from a third party, respectively, it shall be conclusively presumed that
the said information was not previously in the Intern’s knowledge and possession
or received from a third party.
6. DISCLOSURES REQUIRED BY LAW. In the event Intern is requested or required by
a government or court order, or similar process, to disclose any Confidential Information
supplied to it by Sponsor, Intern shall provide Sponsor with prompt notice of such
request so that Sponsor may seek an appropriate protective order and/or waive Intern’s
compliance with the provisions of this Agreement.
7. INDEMNIFICATION. Intern shall reimburse, indemnify and hold harmless Sponsor
and its affiliates, owners, employees, officers, directors, agents and representatives
from any damage, loss, penalty, cost or expense incurred by Sponsor as a result of or in
connection with the use or disclosure of the Confidential Information contrary to the
terms of this Agreement by Intern or its affiliates, employees, directors, officers, owners,
consultants, agents or representatives or any others to whom such Confidential
Information has been disclosed by any such persons or entities. The term "affiliates" as
used in this Agreement shall mean any persons, corporations, partnerships, limited
liability companies, or other business entities, which directly or indirectly control, are
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controlled by, or are in common control with such party to this Agreement. As used
herein, the term "control" shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through
ownership of securities, by contract or otherwise).
8. NO PUBLIC COMMENT. Intern shall not directly or indirectly make any public
comment, statement or communication with respect to, or otherwise disclose or permit
the disclosure to any third party of any Confidential Information or of any matter relating
to the Subject Matter or purpose or any transactions contemplated by the parties in
connection therewith, without the prior written consent of Sponsor.
9. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Intern shall notify Sponsor
immediately upon discovery of any unauthorized use or disclosure of Confidential
Information or any other breach of this Agreement by Intern or any third party, and will
cooperate with Sponsor in every reasonable way to help regain possession of the
Confidential Information and prevent its further unauthorized use or disclosure.
10. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential
Information disclosed to Intern shall be and remain the property of Sponsor. Upon
Sponsors written request, Intern shall promptly return all Confidential Information
(including all originals, copies, reproductions, and summaries of such Confidential
Information), or certify its destruction in writing, and keep the same confidential and
secret in accordance with this Agreement.
11. NO LICENSE. Nothing contained in this Agreement shall be construed as granting
or conferring to Intern any rights or license or otherwise, either expressly or by
implication, in or to any Confidential Information disclosed by Sponsor to Intern as a
result of this Agreement, including, without limitation, rights or license under any present
or future patent, patent application, copyright, trademark, service mark, trade secret or
other proprietary information owned, licensed or controlled by Sponsor.
12. SURVIVAL. Intern’s obligations of non-disclosure pursuant to the terms of this
Agreement shall survive until all Confidential Information has been returned to Sponsor
or the destruction thereof has been certified to Sponsor in writing.
13. RELATIONSHIP. This Agreement shall not be construed as a joint venture, pooling
arrangement, partnership, teaming effort or agency arrangement but each party hereto
shall be considered as an independent contractor responsible for its own expenses and
financial obligations incurred in the performance of this Agreement.
14. NO WAIVER. Neither party waives any rights in invention or development lawfully
possessed by it at the time of signing this Agreement. In addition, this Agreement does
not imply any waiver of any rights or action under the patent, trademark, copyright, trade
secret, unfair competition, fair trade or related laws. Failure to enforce any provision of
this Agreement shall not constitute a waiver of any term hereof.
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15. BINDING AGREEMENT. This Agreement shall be binding upon Intern and its
subsidiaries, successors, assigns, legal representatives, and all corporations controlling
the Intern or controlled by the Intern and shall inure to the benefit of Sponsor and its
subsidiaries, successors, assigns, legal representatives, and all corporations controlling
Sponsor or controlled by Sponsor.
16. INJUNCTIVE RELIEF. Intern understands and agrees that any use or dissemination
of Confidential Information in violation of this Agreement will cause Sponsor irreparable
harm, and that monetary damages may not be a sufficient remedy for unauthorized use
or disclosure of Confidential Information, and that Sponsor may be left with no adequate
remedy at law; therefore, Sponsor shall be entitled, without waiving any other rights or
remedies, to such injunctive or equitable relief as may be deemed proper by a court of
competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy
for any breach of this Agreement but shall be in addition to all other remedies available
at law or in equity.
17. PREVAILING PARTY. If either party employs attorneys to enforce any rights arising
out of or relating to this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and expenses.
18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of ___________________ without regard to
principles of conflict or choice of laws, and Intern consents to venue and jurisdiction in
and by the state and federal courts in the jurisdiction of the Sponsor.
19. ASSIGNMENT. This Agreement may not be assigned by Intern without the prior
written consent of Sponsor.
20. ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties relative to the protection of Confidential Information and supersedes all prior
and collateral communications, reports, and understanding between the parties in
respect thereto. No change, modification, alteration or addition to any provision shall be
binding unless it is in writing and signed by an authorized representative of both parties.
21. SEVERABILITY. If a court of competent jurisdiction makes a final determination that
any provision of this Agreement (or any portion thereof) is invalid, illegal or
unenforceable for any reason whatsoever, and all rights to appeal the determination
have been exhausted or the period of time during which any appeal of the determination
may be perfected has been exhausted, (i) the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or impaired
thereby; and (ii) to the fullest extent possible, the provisions of this Agreement shall be
construed so as to give effect to the intent manifested by the provisions held invalid,
illegal or unenforceable.
22. HEADINGS. The headings in this Agreement are for reference purposes only and
shall not limit or otherwise affect the meaning of the provisions.
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23. COUNTERPARTS. This Agreement may be executed in one or more counterparts
including signing a facsimile copy. Each counterpart shall be deemed an original and all
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, I, the Intern, have read the above Agreement and agree to its
terms.
Intern’s Signature __________________________ Date _________________
Print Name __________________________
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