Basic Non Disclosure Agreement Template

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [________________________________________], located at [______________________________________________________________________] (“Disclosing Party”), and

Receiving Party: [________________________________________], located at [______________________________________________________________________] (“Receiving Party”).

(Collectively referred to herein as the “Parties” and individually as a “Party”).

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, product designs, software code, marketing strategies, and any other proprietary information disclosed, whether orally, in writing, or by inspection of tangible objects.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party shall: a) Hold the Confidential Information in the strictest confidence and take all reasonable precautions to protect such information; b) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) Use the Confidential Information solely for the purpose of [______________________________________________________________________] (the “Purpose”); d) Restrict access to the Confidential Information to those employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by them prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. TERM

The obligations herein shall remain in effect for a period of [___________] years from the Effective Date.

5. RETURN OF MATERIALS

Upon written request of the Disclosing Party or upon termination of the relationship between the Parties, the Receiving Party shall promptly return or certify the destruction of all documents and other tangible materials representing the Disclosing Party’s Confidential Information.

6. REMEDIES

The Receiving Party acknowledges that disclosure of Confidential Information may cause irreparable harm to the Disclosing Party for which damages may be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach of this Agreement.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be modified by a written amendment signed by both Parties.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY:

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

RECEIVING PARTY:

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]