Generic 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 [______________________________________________________________________] (“Discloser”), and

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

The Discloser and Recipient may collectively be referred to as the “Parties” and individually as a “Party.”

1. Definition of Confidential Information

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Discloser to the Recipient, 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, inventions, product designs, and any other information marked or designated as “Confidential.”

2. Obligations of Recipient

The Recipient agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it. b) Use the Confidential Information solely for the purpose of [______________________________________________________________________] (the "Purpose"). c) Not disclose such Confidential Information to any third party without the prior written consent of the Discloser, except to employees or consultants who have a "need to know" and 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 known to the public through no breach of this Agreement by the Recipient. b) Was in the Recipient’s possession or known by the Recipient prior to receipt from the Discloser. c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation. d) Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

4. Term

The obligations under this Agreement shall survive for a period of [___________] years from the Effective Date.

5. Return of Materials

Upon the written request of the Discloser or upon termination of the business relationship, the Recipient shall promptly return or certify the destruction of all documents and other tangible materials containing Confidential Information.

6. Remedies

The Recipient acknowledges that any breach of this Agreement may cause the Discloser irreparable harm for which monetary damages would be inadequate. Therefore, the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Country 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 regarding the subject matter hereof and supersedes all prior discussions or agreements. No amendment shall be valid unless in writing and signed by both Parties.

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

DISCLOSER:

Signature: ___________________________ Print Name: [___________________________] Title: [___________________________]

RECIPIENT:

Signature: ___________________________ Print Name: [___________________________] Title: [___________________________]