Non Disclosure Agreement Online Form

Non-Disclosure Agreement

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

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Instructions for Use

• This form must be completed by the Disclosing Party and the Receiving Party (or their authorized representatives) prior to any exchange of Confidential Information.
• Retain all fully executed copies for a minimum of seven (7) years in your designated contract management system or secure repository.
• Ensure any referenced exhibits, schedules, or addenda are physically attached to this agreement upon execution.

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1. Parties

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

1.1. Disclosing Party: Name of Entity/Individual: [__________] Type of Entity (e.g., Corporation, LLC, Individual): [__________] Address: [____________________] City: [__________] State/Province: [__________] Postal Code: [__________] Country: [__________] Email: [____________________]

1.2. Receiving Party: Name of Entity/Individual: [__________] Type of Entity (e.g., Corporation, LLC, Individual): [__________] Address: [____________________] City: [__________] State/Province: [__________] Postal Code: [__________] Country: [__________] Email: [____________________]

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2. Purpose of Disclosure

The Disclosing Party desires to disclose certain confidential and proprietary information to the Receiving Party for the following specific purpose (the "Purpose"): [ ] Evaluation of a potential business relationship [ ] Product development collaboration [ ] Investment consideration [ ] Service provision proposal [ ] Other (Please specify): [____________________]

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3. Definition of Confidential Information

"Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, visually, in writing, or in any other form, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to:

• Financial Information: [ ] Yes [ ] No (e.g., revenue data, pricing, costs, budgets, projections).
• Technical Information: [ ] Yes [ ] No (e.g., patents, patent applications, inventions, schematics, designs, source code, software, algorithms, data, specifications, research and development).
• Business Information: [ ] Yes [ ] No (e.g., marketing plans, strategies, customer lists, vendor lists, employee information, business processes, trade secrets, supplier information, competitive analyses).
• Proprietary Information: [ ] Yes [ ] No (e.g., know-how, formulas, prototypes, samples, unique methodologies).
• Other (Specify if Yes): [ ] Yes [ ] No If yes, describe: [____________________]

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4. Obligations of Receiving Party

The Receiving Party agrees to:

• 4.1. Non-Disclosure: Not disclose any Confidential Information to any third party without the Disclosing Party’s prior written consent.
• 4.2. Limited Use: Use the Confidential Information solely for the Purpose stated in Section 2.
• 4.3. Safeguard: Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
• 4.4. Limited Access: Limit access to Confidential Information to its employees, contractors, and agents who have a need to know 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 by such individuals.
• 4.5. Prompt Notification: Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

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5. Exclusions from Confidential Information

Confidential Information does not include information that:

• 5.1. Is or becomes publicly available through no fault of the Receiving Party.
• 5.2. Is rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation.
• 5.3. Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation.
• 5.4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• 5.5. Is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives the Disclosing Party prompt prior written notice of such requirement (where legally permissible) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

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6. Term

• 6.1. Agreement Term: This Agreement shall commence on the Effective Date and continue for a period of [__________] years/months (select one).
• 6.2. Confidentiality Obligation: The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of [__________] years/months (select one) from the date of disclosure of the respective Confidential Information.

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7. Return or Destruction of Confidential Information

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

• 7.1. Return all Confidential Information, including all copies thereof, to the Disclosing Party.
• 7.2. [ ] OR Destroy all Confidential Information, including all copies thereof, and certify in writing to the Disclosing Party that all such Confidential Information has been destroyed.
• 7.3. The Receiving Party may retain one (1) copy for archival purposes, subject to continued confidentiality obligations.

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8. Remedies

The Receiving Party acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement, and that the Disclosing Party shall be entitled to seek injunctive relief (in addition to any other remedies available at law or in equity) to prevent any actual or threatened breach of this Agreement.

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9. No License

Nothing in this Agreement grants the Receiving Party any right, title, or interest in or to the Confidential Information, or any license to use the Confidential Information for any purpose other than the Purpose. All right, title, and interest in and to the Confidential Information shall remain solely with the Disclosing Party.

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10. Governing Law

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. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the courts located in [__________] County, State of [__________].

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11. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

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12. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remainder of this Agreement shall remain in full force and effect.

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13. Waiver

No waiver by either party of any breach of this Agreement shall be deemed a waiver of any subsequent or different breach.

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14. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

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15. Notices

All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail (return receipt requested), or by reputable overnight courier service, to the addresses specified in Section 1.

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Execution & Signature Block

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

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DISCLOSING PARTY:

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

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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.