This Non-Disclosure Agreement (the “Agreement”) is entered into as of [Insert Date] (the “Effective Date”), by and between:
- Disclosing Party: [Insert Name of Disclosing Party], located at [Insert Address] (“Disclosing Party”), and
- Receiving Party: [Insert Name of Receiving Party], located at [Insert Address] (“Receiving Party”).
(Collectively, the “Parties,” and each a “Party.”)
1. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by any other means, including but not limited to:
- Business plans, strategies, financial data, customer lists, trade secrets, inventions, processes, formulas, designs, drawings, specifications, software code, marketing plans, and technical data;
- Any information marked as “Confidential” or which, under the circumstances, a reasonable person would understand to be confidential.
Confidential Information does not include information that: (a) Is or becomes publicly available through no fault of the Receiving Party; (b) Was rightfully known to the Receiving Party prior to disclosure; (c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) Is rightfully obtained from a third party without restriction.
2. Obligations of the Receiving Party
The Receiving Party agrees: (a) To hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) To use the Confidential Information solely for the purpose of [Insert Purpose, e.g., “evaluating a potential business relationship”] and not for any other purpose; (c) To limit access to the Confidential Information to its employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; (d) To take reasonable measures to protect the confidentiality of the Confidential Information, no less stringent than those used to protect its own confidential information of similar nature.
3. Term
This Agreement shall remain in effect for a period of [Insert Duration, e.g., “two (2) years”] from the Effective Date, or until the Confidential Information no longer qualifies as confidential under Section 1, whichever is longer. Obligations regarding Confidential Information shall survive termination.
4. Return or Destruction of Information
Upon request by the Disclosing Party or upon termination of discussions, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and certify such destruction in writing.
5. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
6. No License or Ownership
Nothing in this Agreement grants the Receiving Party any rights, license, or interest in the Confidential Information. All Confidential Information remains the exclusive property of the Disclosing Party.
7. Governing Law
This Agreement shall be governed by the laws of [Insert State/Country, e.g., “the State of California”], without regard to conflict of laws principles.
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. It may only be amended in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Disclosing Party: Signature: _______________________________ Name: [Insert Name] Title: [Insert Title] Date: _______________________________
Receiving Party: Signature: _______________________________ Name: [Insert Name] Title: [Insert Title] Date: _______________________________
Note: This is a general template for informational purposes only and is not intended as legal advice. Consult with a qualified attorney to customize this agreement to your specific needs and jurisdiction.
