Basic Non Disclosure Agreement Template Word

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date"), by and between:

DISCLOSING PARTY: ________________________________________, with a principal place of business at ________________________________________________________________ (hereinafter referred to as the "Disclosing Party"),

AND

RECEIVING PARTY: ________________________________________, with a principal place of business at ________________________________________________________________ (hereinafter referred to as the "Receiving Party").

The Disclosing Party and Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Transaction"). In connection with the Transaction, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all data, materials, trade secrets, financial information, business strategies, customer lists, software, and any other proprietary information disclosed by the Disclosing Party, whether orally, in writing, or via electronic media, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it; b) Use the Confidential Information solely for the purpose of evaluating or pursuing the Transaction; c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or advisors who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure; c) Is independently developed by the Receiving Party without reference to the Confidential Information.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations regarding the protection of Confidential Information shall survive the termination of this Agreement for a period of ______ years.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or certify the destruction of all documents and materials containing Confidential Information.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ____________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in ____________________.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements regarding the subject matter herein. Any amendments must be made in writing and signed by both Parties.

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

---

DISCLOSING PARTY

Signature: __________________________________

Name: _____________________________________

Title: ______________________________________

Date: ______________________________________

---

RECEIVING PARTY

Signature: __________________________________

Name: _____________________________________

Title: ______________________________________

Date: ______________________________________