Non Disclosure Agreement Sample Scribd

Non-Disclosure Agreement

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

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Instructions for Use

• Completion: This form must be completed jointly by authorized representatives of the Disclosing Party and the Receiving Party. Ensure all [__________] fields are accurately filled.
• Filing & Retention: Upon execution, a fully signed copy must be filed electronically in the centralized Legal Department repository (SharePoint/Document Management System) and a hard copy retained for a minimum of seven (7) years from the Effective Date.
• Mandatory Attachments: This Agreement requires Exhibit A (Definition of Confidential Information) to be appended and acknowledged by both parties. Additional project-specific scope documents may also be attached as Exhibit B.

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Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date by and between the parties identified below.

1. Parties:

1.1. Disclosing Party:

• Legal Name: [__________]
• Entity Type: [__________] (e.g., Corporation, LLC, Partnership)
• Address:
  • Street: [__________]
  • City, State/Province: [__________]
  • Zip/Postal Code: [__________]
  • Country: [__________]
• Contact Person: [__________]
• Title: [__________]
• Email: [__________]

1.2. Receiving Party:

• Legal Name: [__________]
• Entity Type: [__________] (e.g., Corporation, LLC, Partnership)
• Address:
  • Street: [__________]
  • City, State/Province: [__________]
  • Zip/Postal Code: [__________]
  • Country: [__________]
• Contact Person: [__________]
• Title: [__________]
• Email: [__________]

2. Purpose:

The parties are considering a potential business relationship concerning [__________] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

3. Definition of Confidential Information:

"Confidential Information" means any and all technical, business, or other information, including but not limited to, trade secrets, know-how, designs, specifications, drawings, data, prototypes, processes, formulae, computer programs, software code, algorithms, research, development, inventions, products, services, marketing plans, business plans, financial information, customer lists, employee information, and supplier information, whether in written, oral, electronic, visual, or other form, that is disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, or otherwise learned or accessed by the Receiving Party in connection with the Purpose.

3.1. Marking: Confidential Information may be marked as "Confidential," "Proprietary," or other similar legends. Oral disclosures shall be identified as confidential at the time of disclosure and summarized in writing by the Disclosing Party within [__7___] calendar days.

3.2. Exhibit A: For clarity, a detailed description or categories of specific Confidential Information relevant to the Purpose may be provided in Exhibit A, attached hereto and incorporated by reference.

4. Obligations of Receiving Party:

The Receiving Party agrees to:

4.1. Non-Disclosure: Hold all Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent. 4.2. Limited Use: Use the Confidential Information solely for the Purpose and not for any other purpose, including for the Receiving Party's own benefit or the benefit of any third party. 4.3. Protection: Protect the Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care. 4.4. Access Control: Limit access to Confidential Information to only those of its employees, consultants, and agents ("Representatives") 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 Representatives. 4.5. Copies: Not make any copies of Confidential Information without the Disclosing Party's prior written consent, except as reasonably necessary for the Purpose, and all such copies shall be marked confidential.

5. Exclusions from Confidential Information:

The obligations of Section 4 shall not apply to information that the Receiving Party can demonstrate:

5.1. Is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party. 5.2. Was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any obligation owed to the Disclosing Party. 5.3. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. 5.4. Is rightfully obtained by the Receiving Party from a third party who has no obligation of confidentiality to the Disclosing Party. 5.5. Is disclosed with the Disclosing Party's prior written consent. 5.6. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow the Disclosing Party to seek a protective order or other appropriate remedy, and discloses only the minimum information required.

6. Term:

This Agreement shall become effective on the Effective Date and shall continue for a period of [__2___] years ("Term"), unless terminated earlier by either party upon [__30__] days' written notice. Notwithstanding any termination of this Agreement, the obligations of confidentiality and non-use regarding Confidential Information shall survive for a period of [__5___] years from the date of disclosure of each piece of Confidential Information.

7. Return or Destruction of Confidential Information:

Upon the Disclosing Party's request or upon termination or expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party, including any notes, analyses, or other materials prepared by the Receiving Party based on the Confidential Information. The Receiving Party shall certify in writing its compliance with this provision upon request.

8. No License:

Nothing in this Agreement shall be construed as granting any rights, implied or otherwise, to the Receiving Party under any patents, copyrights, trade secrets, or other intellectual property rights of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except for the limited right to use it for the Purpose.

9. Remedies:

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief (without the necessity of posting a bond) and specific performance, in addition to any other remedies available at law or in equity, to prevent or remedy any actual or threatened breach.

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 irrevocably consent to the exclusive jurisdiction of the state and federal courts located in [__________] County, [__________], for any action arising out of or relating to this Agreement.

11. Miscellaneous:

11.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, oral or written. 11.2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. 11.3. Waiver: No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. 11.4. Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. 11.5. Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact persons and addresses specified in Section 1.

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Execution & Signature Block

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

FOR: Disclosing Party

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

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FOR: Receiving Party

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

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Exhibit A: Definition of Confidential Information

(This Exhibit A is an integral part of the Non-Disclosure Agreement and should be completed and attached. Examples provided below.)

The Confidential Information disclosed under this Agreement primarily pertains to:

• [ ] Technical specifications and design documents related to [__________]
• [ ] Business plans, strategies, and financial projections for [__________]
• [ ] Customer lists, contact details, and related purchasing habits concerning [__________]
• [ ] Proprietary software code, algorithms, and development methodologies for [__________]
• [ ] Research data, test results, and experimental protocols regarding [__________]
• [ ] Manufacturing processes, supply chain information, and supplier agreements for [__________]
• [ ] Other specific categories: [__________]

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