Non Disclosure Agreement Template Doc

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

Disclosing Party: [__________________________________________________], with its principal place of business located at [__________________________________________________] (“Disclosing Party”), AND

Receiving Party: [__________________________________________________], with its principal place of business located at [__________________________________________________] (“Receiving Party”).

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, customer lists, financial data, product designs, proprietary technology, trade secrets, marketing strategies, and any other information marked as "Confidential" or which, by its nature, should reasonably be understood to be confidential.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the Confidential Information in strict confidence and use the same degree of care to protect it as it uses to protect its own confidential information of a similar nature; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the “Purpose”); c) Restrict disclosure of the Confidential Information to its employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Disclosing Party’s information; or d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow for a protective order.

4. TERM

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Receiving Party’s obligations with respect to any trade secrets shall survive for as long as such information remains a trade secret under applicable law.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon termination of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession, and certify such destruction in writing.

6. 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.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [______________________]. Any disputes arising under this Agreement shall be submitted to the exclusive jurisdiction of the courts located in [______________________].

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification shall be valid unless in writing and signed by both Parties.

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

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DISCLOSING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

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RECEIVING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]