Non Disclosure Agreement Template. Docx

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this [___] day of [__________], [20__] (the "Effective Date"), by and between:

DISCLOSING PARTY: [__________________________________________________], located at [__________________________________________________________________] ("Disclosing Party"), and

RECEIVING PARTY: [__________________________________________________], located at [__________________________________________________________________] ("Receiving Party").

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including, but not limited to: business plans, financial data, customer lists, technical processes, software code, trade secrets, and marketing strategies.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); (c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or consultants who have a "need to know" and 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 known to the public through no breach of this Agreement; (b) Was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement.

4. TERM

The obligations of confidentiality shall survive for a period of [___] years from the Effective Date.

5. RETURN OF MATERIALS

Upon written request of the Disclosing Party, or upon termination of the business relationship between the Parties, the Receiving Party shall promptly return or certify the destruction of all documents and tangible items containing Confidential Information.

6. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief to prevent or restrain such breach, in addition to any other legal remedies available.

7. GOVERNING LAW

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 adjudicated in the courts of [___________________].

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. No modification shall be effective unless in writing and signed by both Parties.

---

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

DISCLOSING PARTY:

Signature: ______________________________________

Print Name: ______________________________________

Title: ______________________________________

RECEIVING PARTY:

Signature: ______________________________________

Print Name: ______________________________________

Title: ______________________________________