This Interview Non-Disclosure and Confidentiality Agreement is entered between
CONSULTING SERVICES PVT. LTD. and Applicant.
The Company is considering Applicant for possible future employment with the Company
and may disclose proprietary information unique and valuable to its ongoing business
operations to Applicant during discussions with and evaluation of Applicant’s
skills,abilities and suitability for the Position (the “Interview”). In
consideration of the Company’s willingness to conduct the Interview and the
covenants and mutual promises contained herein, the parties agree as follows:
1. Confidential Information. The term “Confidential Information” as used in this
Agreement shall mean any data or information thatis competitively sensitive
material and not generally known to the public, including, but not limited to,
information relating to any of the following: and any other information the Company
2. Exclusions from Confidential Information. The obligation of confidentiality
with respect to Confidential Information will not apply to any information:
a. If the information is or becomes publicly known and available other than as a
result of prior unauthorized disclosure by Applicant;b. If the information is
or was received by Applicant from a third-party source which, to the best knowledge
of Applicant, is or wasnot under a confidentiality obligation to the Company
with regard to such information;c. If the information is disclosed by Applicant
with the Company’s prior written permission and approval;d. If the information
is independently developed by Applicant prior to disclosure by the Company and
without the use and benefitof any of the Company’s Confidential Information; or
e. If the Applicant may disclose only such portion of the Confidential
Information which it is legally obligated to disclose Applicantis legally
compelled by applicable law, by any court, governmental agency, or regulatory
authority or subpoena or discovery requestin pending litigation, but only if,
to the extent lawful, Applicant gives prompt written notice of that fact to the
Company prior todisclosure so that the Company may request a protective order
or other remedy, Applicant may disclose only such portion of theConfidential
Information which it is legally obligated to disclose.
3. Obligation to Maintain Confidentiality. With respect to Confidential
a. Applicant agrees to retain Confidential Information in strict confidence, to
protect the security, integrity, and confidentiality ofsuch information and to
not permit unauthorized access to or unauthorized use, disclosure, publication, or
dissemination ofConfidential Information except in conformity with this
Agreement.b. Confidential Information is and will remain the sole and exclusive
property of the Company.c. Applicant agrees that, in the event Applicant must
download, access, process, transfer or otherwise communicate Confidential
Information, Applicant will comply with all laws and regulations applicable to
exports and re-exports of data and information andwill not, directly or
indirectly, export or re-export any Confidential Information in violation of such
laws and regulations, includingwithout limitation, those prohibiting export or
re-export to restricted countries or without governmental authorization.d. At
the end of the Interview, Applicant will return all Confidential Information to the
Company and, if Applicant is not selected foremployment with the Company for
any reason, Applicant will ensure of Confidential Information nor obligate the
Company to grantApplicant a license or any rights, by statute, common law
theory of estoppal or otherwise, to Confidential Information.
8. Termination. This Agreement will terminate on the earlier of: (a) the written
agreement of the parties to terminate thisAgreement; (b) the hiring of
Applicant; or (c) __________ __________ from the date hereof.
9. Amendment. This Agreement may be amended or modified only by a written agreement
signed by both of the parties.
10. Miscellaneous. No joint venture, partnership or agency relationship exists
between Applicant, the Company or any third-party as a result of this Agreement.
This Agreement will inure to the benefit of and be binding on the respective
successors and permitted assigns of the parties. Neither party may assign its rights
or delegate its duties under this Agreement without the other party’s prior written
consent. In the event that any provision of this Agreement is held to be invalid,
illegal or unenforceable in whole or in part, the remaining provisions shall not be
affected and shall continue to be valid, legal and enforceable as though the
invalid, illegal or unenforceable parts had not been included in this Agreement.
Neither party will be charged with any waiver of any provision ofthis
Agreement, unless such waiver is evidenced by a writing signed by the party and any
such waiver will be limited to the terms of such writing.
A non-disclosure agreement (NDA) is common in business today, especially in
industries where there might be proprietary information or trade secrets.
WHAT IS AN INTERVIEW NON DISCLOSURE AGREEMENT?
An interview Candidate NDA protects your company from any disclosure of information
made to a candidate who applies for a position. Many companies have employee NDAs
that protect their proprietary information and trade secrets. However, candidates
who are in the application process will not have signed those employee agreements.
An interview NDA allows you to more thoroughly vet candidates without concern over
divulging information that they might take to other companies or make public.
WHEN DO I NEED ONE?
The need for an interview candidate non-disclosure agreement depends on the industry,
and type of position you're filling. Most often, interview NDAs are signed by
high-level candidates or those who would be working with proprietary data and
However, if you have trade secrets that are worked on more broadly within your
organization, it’s acceptable to use an interview NDA for positions big and small to
ensure that your critical information doesn’t get leaked to your competitors.
When you decide to get the NDA signed is up to you. You could provide the
interview NDA prior to the meeting so that they can bring in a signed copy, or have
it signed on your company premises, but before being escorted to any area where
sensitive information would be seen or discussed.
Providing an interview NDA is a perfectly normal part of hiring for positions
information needs to be discussed. It allows you to be more honest and thorough
during the interview process, which allows for a better assessment of how well a
candidate would meet requirements for the position and fit in with the current
THE CONSEQUENCES OF NOT HAVING GONE
The most logical consequence of not using an interview NDA is that the candidates you
interview might leak information,intentionally or accidentally. They might also
bring information back to their current or future place of employment. Without a
signed contract, you'll have no recourse in those scenarios.
Alternately, many companies who don't use interview candidate non-disclosure
agreements won't discuss sensitive information within the interview. This
possibility can keep your information more secure but it can often mean a less