Non Disclosure Agreement Sample for It Company

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

[Company Name], a corporation organized and existing under the laws of __________________, having its principal place of business at ____________________________________________________ (“Disclosing Party”),

AND

[Recipient Name/Company], a __________________ organized and existing under the laws of __________________, having its principal place of business at ____________________________________________________ (“Receiving Party”).

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

1. PURPOSE

The Parties wish to explore a potential business opportunity regarding ____________________________________________________ (the “Purpose”). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all non-public, proprietary, or sensitive information, whether oral, written, graphic, or electronic, including but not limited to: software code (source and object), algorithms, system architectures, API specifications, technical documentation, business plans, customer lists, financial data, product roadmaps, and trade secrets disclosed by the Disclosing Party to the Receiving Party.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose described in Section 1; b) Restrict disclosure of Confidential Information to its employees, consultants, or legal advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein; c) Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care; and d) Not reverse engineer, decompile, or disassemble any software provided by the Disclosing Party.

4. 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 Receiving Party; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or d) Is rightfully obtained from a third party without breach of any confidentiality obligation.

5. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. TERM AND TERMINATION

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years, provided that with respect to trade secrets, the obligations shall survive for as long as such information remains a trade secret under applicable law.

7. 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 copies of the Confidential Information and certify such destruction in writing.

8. NO LICENSE

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

9. GOVERNING LAW AND JURISDICTION

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

10. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties. No amendment or modification to this Agreement shall be valid unless in writing and signed by both Parties.

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

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DISCLOSING PARTY:

Signature: ________________________________

Name: ________________________________

Title: ________________________________

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RECEIVING PARTY:

Signature: ________________________________

Name: ________________________________

Title: ________________________________