General Non Disclosure Agreement Template

GENERAL NON-DISCLOSURE AGREEMENT

This General Non-Disclosure Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

DISCLOSING PARTY: [__________________________________________________], located at [__________________________________________________] ("Disclosing Party"),

AND

RECEIVING PARTY: [__________________________________________________], located at [__________________________________________________] ("Receiving Party").

(Collectively referred to as the "Parties").

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1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and any other information designated as confidential or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); c) Limit access to the Confidential Information to those employees, contractors, or agents who have a specific need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those 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; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. TERM

The obligations under this Agreement shall survive for a period of [___] years from the Effective Date, or until such time as the Confidential Information becomes public knowledge through no fault of the Receiving Party.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and tangible items containing Confidential Information and certify such destruction in writing to the Disclosing Party.

6. 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. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. GOVERNING LAW

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. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions. No amendment to this Agreement shall be effective unless in writing and 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: ___________________________

Print Name: [_________________________]

Title: [____________________________]

RECEIVING PARTY

Signature: ___________________________

Print Name: [_________________________]

Title: [____________________________]