Non Disclosure Agreement Template Example

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: ________________________________________, a __________________ organized and existing under the laws of __________________, with its principal place of business located at ________________________________________ (“Disclosing Party”),

AND

RECEIVING PARTY: ________________________________________, a __________________ organized and existing under the laws of __________________, with its principal place of business located at ________________________________________ (“Receiving Party”).

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

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, financial data, customer lists, software, trade secrets, designs, research, and product development (the “Purpose”).

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the Purpose described above; c) Restrict disclosure of the Confidential Information to its employees, consultants, or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those 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 disclosure by the Receiving Party; b) Was within the possession of the Receiving Party prior to being furnished by the Disclosing Party; c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party; d) Is independently developed by the Receiving Party without reference to the Confidential Information.

4. TERM

This Agreement shall remain in effect for a period of ______ year(s) from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ year(s) following the date of disclosure.

5. COMPELLED DISCLOSURE

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

6. RETURN OF MATERIALS

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

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of __________________. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in __________________.

8. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

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

DISCLOSING PARTY

Signature: ________________________________________

Name: ________________________________________

Title: ________________________________________

RECEIVING PARTY

Signature: ________________________________________

Name: ________________________________________

Title: ________________________________________