Non Disclosure Agreement Template Europe

NON-DISCLOSURE AGREEMENT

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

[PARTY A NAME], a company incorporated under the laws of ____________________, having its registered office at ____________________________________________________________ (the "Disclosing Party"),

AND

[PARTY B NAME], a company incorporated under the laws of ____________________, having its registered office at ____________________________________________________________ (the "Receiving Party").

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party".)

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means 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, intellectual property, and trade secrets, designated as confidential or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party shall: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Not disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) Use the Confidential Information solely for the purpose of ____________________________________________________________ (the "Purpose"); d) Limit access to Confidential Information to employees, agents, or contractors who have a legitimate "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 other than as a result of a 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; d) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall, to the extent permitted by law, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of ______ years. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of ______ years.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or the completion of the Purpose, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of ____________________ (e.g., England & Wales, Germany, France). Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of ____________________.

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. 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 Effective Date.

FOR AND ON BEHALF OF [PARTY A NAME]:

Signature: __________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________

FOR AND ON BEHALF OF [PARTY B NAME]:

Signature: __________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________