TemplatesType: Form/Template8 min readUpdated May 2026

Non Disclosure Agreement Template California

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What is a Non Disclosure Agreement Template California?

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Template Registry

Standard Operating Procedure

Registry ID: TR-NON-DISC

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [___________] (the "Effective Date") by and between:

Disclosing Party: [___________], with a principal place of business located at [___________] ("Party A").

Receiving Party: [___________], with a principal place of business located at [___________] ("Party B").

(Collectively referred to as the "Parties" and individually as a "Party").

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by one Party (the "Discloser") to the other Party (the "Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, product designs, and software code.

3. OBLIGATIONS OF RECEIVING PARTY

The Recipient agrees: a) To use the Confidential Information solely for the Purpose; b) To protect the Confidential Information with at least the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care; and c) To restrict disclosure of Confidential Information to its employees, contractors, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

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 Recipient; b) Was in the Recipient’s possession or known by it prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

5. COMPELLED DISCLOSURE

If the Recipient is required by law, regulation, or court order to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, provide the Discloser with prompt written notice so that the Discloser may seek a protective order or other appropriate remedy.

6. TERM AND TERMINATION

This Agreement shall govern all disclosures made between the Effective Date and [___________] (the "Term"). The obligations of confidentiality shall survive for a period of [___________] years following the date of the final disclosure of Confidential Information.

7. RETURN OR DESTRUCTION OF MATERIALS

Upon the Discloser’s written request or upon termination of this Agreement, the Recipient shall promptly return or destroy all copies of the Discloser’s Confidential Information and certify such destruction in writing.

8. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [___________] County, California.

9. NO LICENSE OR WARRANTY

Nothing in this Agreement grants the Recipient any license, interest, or right in the Discloser’s Confidential Information. All Confidential Information is provided "AS IS," and the Discloser makes no warranties, express or implied, regarding the accuracy or completeness thereof.

10. REMEDIES

The Recipient acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Discloser shall be entitled to seek injunctive relief in addition to any other remedies available at law.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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

DISCLOSING PARTY: [___________]

Signature: ___________________________

Name: [___________]

Title: [___________]

RECEIVING PARTY: [___________]