NON-DISCLOSURE
AGREEMENT
This
Non-Disclosure Agreement ("Agreement") is entered into as of [Date],
by and between:
[Your
Name/Company Name], having its principal place of
business at [Your Address] ("Disclosing Party"), and [Recipient's
Name/Company Name], having its principal place of business at [Recipient's
Address] ("Receiving Party").
WHEREAS, the Disclosing Party possesses certain confidential and
proprietary information ("Confidential Information") that it desires
to disclose to the Receiving Party for the purpose of [State the purpose, e.g.,
evaluating a potential business relationship, discussing a project, etc.].
NOW,
THEREFORE, in consideration of the mutual
covenants and promises herein contained, the parties hereto agree as follows:
1. Definition of Confidential Information
Confidential
Information means any data or information, oral or written, disclosed by the
Disclosing Party to the Receiving Party, including but not limited to business
plans, trade secrets, technical information, financial information, customer
and supplier lists, and any other information that is designated as
confidential or that should reasonably be understood to be confidential given
the nature of the information and the circumstances of disclosure.
2. Obligations of the Receiving Party
a.
The Receiving Party agrees to maintain the confidentiality of the Confidential
Information and to use it solely for the purpose stated above.
b.
The Receiving Party shall not disclose any Confidential Information to any
third party without the prior written consent of the Disclosing Party.
c.
The Receiving Party agrees to take all reasonable precautions to protect the
confidentiality of the Confidential Information, including measures that are at
least as protective as those it takes to protect its own confidential
information.
d.
The Receiving Party may disclose Confidential Information only to its
employees, agents, or advisors who have a need to know such information for the
purpose stated above, and who are bound by confidentiality obligations no less
restrictive than those contained in this Agreement.
3. Exclusions from Confidential Information
Confidential
Information does not include information that: a. Is or becomes publicly known
through no breach of this Agreement by the Receiving Party; b. Is rightfully
received by the Receiving Party from a third party without breach of any
confidentiality obligation; c. Is independently developed by the Receiving
Party without use of or reference to the Disclosing Party’s Confidential
Information; d. Is disclosed pursuant to legal or regulatory requirements,
provided that the Receiving Party gives the Disclosing Party prompt notice of
such requirement and cooperates with the Disclosing Party in any lawful effort
to limit the disclosure.
4. Term
This
Agreement shall commence on the date first written above and shall continue
until the Confidential Information no longer qualifies as confidential or
[insert specific period, e.g., two (2) years] after the date of disclosure,
whichever occurs first.
5. Return or Destruction of Confidential Information
Upon
the termination of this Agreement or at any time upon the request of the
Disclosing Party, the Receiving Party shall promptly return or destroy all
copies of the Confidential Information, including any notes or materials
derived from or containing such information, and certify in writing that it has
done so.
6. No License
Nothing
in this Agreement shall be construed as granting any rights, by license or
otherwise, to the Receiving Party in any Confidential Information disclosed
pursuant to this Agreement.
7. No Obligation
Neither
party is obligated under this Agreement to enter into any further agreement or
business relationship with the other party.
8. Remedies
The
Receiving Party acknowledges that any breach of this Agreement may cause
irreparable harm to the Disclosing Party, and agrees that the Disclosing Party
shall be entitled to seek equitable relief, including injunction and specific
performance, in addition to any other remedies available at law or in equity.
9. Governing Law
This
Agreement shall be governed by and construed in accordance with the laws of
[State/Country], without regard to its conflict of law principles.
10. Entire Agreement
This
Agreement constitutes the entire understanding between the parties with respect
to the subject matter hereof and supersedes all prior discussions, agreements,
or understandings of any kind.
11. Amendments
Any
amendment or modification to this Agreement must be in writing and signed by
both parties.
12. Severability
If
any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
13. Counterparts
This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the parties hereto have executed
this Non-Disclosure Agreement as of the date first above written.
[Your Name/Company Name]
By: ___________________________
Name: [Your Name]
Title: [Your Title]
Date: [Date]
[Recipient's Name/Company Name]
By: ___________________________
Name: [Recipient's Name]
Title: [Recipient's Title]
Date: [Date]
