Non Disclosure Agreement Template Florida

NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [__________________________________________________], with a principal place of business/residence located at [__________________________________________________] (“Discloser”); and

Receiving Party: [__________________________________________________], with a principal place of business/residence located at [__________________________________________________] (“Recipient”).

(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 “Transaction”). In connection with this Transaction, the Discloser may disclose to the Recipient certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Discloser to the Recipient, whether orally, in writing, or by electronic or other means, including but not limited to business plans, financial data, customer lists, trade secrets, software, designs, and technical specifications. Confidential Information shall be marked or designated as “Confidential” or, if disclosed orally, identified as such at the time of disclosure and summarized in writing within [___] days thereafter.

3. OBLIGATIONS OF RECIPIENT

The Recipient agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it; b) Use the Confidential Information solely for the purpose of evaluating or pursuing the Transaction; c) Limit disclosure of Confidential Information to those employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations no less restrictive than 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 the Recipient 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 provide the Discloser with prompt written notice of such requirement so that the Discloser may seek a protective order or other appropriate remedy.

6. TERM

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

7. RETURN OF MATERIALS

Upon the Discloser’s written request or the termination of the business relationship, the Recipient shall promptly return or destroy all copies of the 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 Florida. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [___________] County, Florida.

9. REMEDIES

The Recipient acknowledges that a breach of this Agreement may cause irreparable harm to the Discloser for which monetary damages may be inadequate. Therefore, the Discloser shall be entitled to seek injunctive relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

10. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions. 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 first written above.

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DISCLOSER:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECIPIENT:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]