Non Disclosure Agreement Example 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: ________________________________ (the "Discloser"), with a principal place of business located at __________________________________________________________.

RECEIVING PARTY: ________________________________ (the "Recipient"), with a principal place of business/residence located at __________________________________________________________.

(Collectively, the "Parties").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all data, materials, trade secrets, proprietary information, business plans, financial data, customer lists, software, and any other information disclosed by the Discloser to the Recipient, whether orally, in writing, or via electronic media, that is designated as confidential or which, by its nature, would reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Discloser; c) Use the Confidential Information solely for the purpose of __________________________________________________________ (the "Purpose"); d) Limit access to the Confidential Information to employees or consultants who have a specific 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 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 the Discloser’s Confidential Information.

4. TERM

This Agreement shall remain in effect for a period of ______ year(s) from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ year(s).

5. RETURN OF MATERIALS

Upon written request by the Discloser or upon termination of the business relationship, the Recipient shall promptly return or certify the destruction of all documents, records, and electronic media containing Confidential Information.

6. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of ______________________. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in ______________________.

7. REMEDIES

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

8. ENTIRE AGREEMENT

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

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

DISCLOSING PARTY

Signature: ___________________________ Name: _______________________________ Title: ________________________________

RECEIVING PARTY

Signature: ___________________________ Name: _______________________________ Title: ________________________________