Non Disclosure Agreement in Contract

Non-Disclosure Agreement

Document ID: TR-NDA-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form is to be completed jointly by the Legal Department or Project Manager and the authorized representatives of both the Disclosing Party and Receiving Party. All [__________] fields must be accurately filled.
• Filing & Retention: Retain the original signed agreement for a minimum of seven (7) years post-termination of the underlying business engagement (or indefinitely if no engagement occurs) in the Legal/Contract Management repository. Provide copies to relevant project leads.
• Mandatory Attachments: Ensure that any specific schedules detailing the nature of the confidential information (if not fully described within this document) are attached and referenced in Section 2.1.

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Document Body

This Non-Disclosure Agreement (the "Agreement"), effective as of the Effective Date specified above, is made and entered into by and between:

1. Parties

1.1. Disclosing Party:

• Company Name: [__________]
• Legal Entity Type: [__________] (e.g., Corporation, LLC)
• Registered Address: [__________]
• City, State, Zip: [__________]
• Contact Person: [__________]
• Title: [__________]
• Email: [__________]

1.2. Receiving Party:

• Company Name: [__________]
• Legal Entity Type: [__________] (e.g., Corporation, LLC)
• Registered Address: [__________]
• City, State, Zip: [__________]
• Contact Person: [__________]
• Title: [__________]
• Email: [__________]

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

2. Purpose of Disclosure

The Parties are entering into this Agreement for the purpose of sharing certain confidential and proprietary information in connection with:

• Purpose Description: [__________]
  • Examples:
    • [ ] Evaluating a potential business relationship concerning [__________]
    • [ ] Discussing a potential project collaboration for [__________]
    • [ ] Providing services related to [__________]
    • [ ] Other: [__________]

(Hereinafter referred to as the "Purpose").

3. Definition of Confidential Information

3.1. "Confidential Information" means any and all technical, financial, business, strategic, operational, product, or other information, whether oral, written, electronic, visual, or in any other form, disclosed or made available by the Disclosing Party (or its affiliates, employees, agents, or representatives) to the Receiving Party in connection with the Purpose, whether before or after the Effective Date. Confidential Information includes, but is not limited to:

• Trade secrets, inventions, discoveries, know-how, concepts, ideas, research, and development.
• Business plans, marketing strategies, customer lists, pricing information, and sales data.
• Financial data, forecasts, budgets, and investment information.
• Software, source code, object code, algorithms, databases, designs, and specifications.
• Technical data, drawings, designs, specifications, and engineering information.
• Proprietary processes, methods, and manufacturing techniques.
• Any information marked or designated as "Confidential," "Proprietary," or similar legend.
• Any information that, by its nature or the circumstances of its disclosure, would reasonably be understood by the Receiving Party to be confidential.

3.2. Exclusions: Confidential Information shall not include information that:

• 3.2.1. Is or becomes publicly available through no act or omission of the Receiving Party.
• 3.2.2. Was lawfully in the Receiving Party’s possession prior to the time of disclosure by the Disclosing Party, as evidenced by written records.
• 3.2.3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records.
• 3.2.4. Is lawfully obtained by the Receiving Party from a third party without restriction on disclosure, provided that the third party was not bound by a confidentiality obligation to the Disclosing Party.
• 3.2.5. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement (where legally permissible) and cooperates with the Disclosing Party’s reasonable efforts to seek a protective order or other appropriate remedy.

4. Obligations of Receiving Party

4.1. Non-Use: The Receiving Party agrees to use the Confidential Information solely for the Purpose and not for any other purpose whatsoever.

4.2. Non-Disclosure: The Receiving Party agrees not to disclose, publish, disseminate, or otherwise make available the Confidential Information to any third party without the prior written consent of the Disclosing Party.

4.3. Standard of Care: The Receiving Party shall protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

4.4. Limited Access: Access to Confidential Information shall be restricted to those employees, contractors, and agents of the Receiving Party who have a "need-to-know" such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its employees, contractors, and agents.

4.5. Unauthorized Disclosure: The Receiving Party shall immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement.

5. Term and Survival

5.1. Agreement Term: This Agreement shall commence on the Effective Date and remain in effect for a period of [__________] year(s) unless terminated earlier by mutual written agreement of the Parties.

5.2. Confidentiality Period: Notwithstanding the termination of this Agreement, the obligations of confidentiality and non-use with respect to Confidential Information shall survive for a period of [__________] year(s) from the date of disclosure of each piece of Confidential Information.

6. Return or Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon the termination of this Agreement, the Receiving Party shall promptly:

• 6.1. Return to the Disclosing Party all tangible forms of Confidential Information, including all copies, extracts, and reproductions thereof.
• 6.2. Destroy all electronic copies of Confidential Information from its systems and records, to the extent technically feasible and permissible under its data retention policies.
• 6.3. Certify in writing to the Disclosing Party, within [__________] business days of such request, that all such Confidential Information has been returned or destroyed, as applicable.

Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Confidential Information solely for compliance with applicable laws, regulations, or professional standards, subject to the continuing confidentiality obligations hereunder.

7. No License

Nothing in this Agreement grants the Receiving Party any right, title, interest, or license, express or implied, in or to any of the Confidential Information, or any intellectual property rights of the Disclosing Party.

8. No Obligation

This Agreement does not create any obligation for the Parties to enter into any further agreement, business relationship, or transaction.

9. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of [__________], without regard to its conflict of laws principles. The Parties agree that any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [__________] County, [__________].

11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

12. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. Notices

All notices and communications hereunder shall be in writing and sent to the contact persons and addresses specified in Section 1, or to such other address as a Party may designate by notice to the other Party. Notices shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by recognized overnight courier.

14. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original for all purposes.

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Execution & Signature Block

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

FOR THE DISCLOSING PARTY:

Authorized Signature: [__________] Printed Name: [__________] Title: [__________] Date: [____/____/2026]

FOR THE RECEIVING PARTY:

Authorized Signature: [__________] Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.