Non Disclosure Agreement Template for Data

NON-DISCLOSURE AGREEMENT FOR DATA

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

Disclosing Party: [________________________________________________] with its principal place of business at [________________________________________________] ("Discloser"), and

Receiving Party: [________________________________________________] with its principal place of business at [________________________________________________] ("Recipient").

Collectively referred to as the "Parties."

1. DEFINITION OF CONFIDENTIAL DATA

"Confidential Data" shall mean any and all data, records, databases, information, software, code, proprietary methodologies, research, client lists, or technical specifications disclosed by the Discloser to the Recipient, whether orally, in writing, or via electronic transfer, specifically including, but not limited to, [________________________________________________].

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Use the Confidential Data solely for the purpose of [________________________________________________] (the "Permitted Purpose"); b) Hold the Confidential Data in strict confidence and take all reasonable precautions to protect the data, which shall be no less than the precautions taken to protect its own similar confidential information; c) Disclose Confidential Data only to those employees, agents, or contractors who have a legitimate "need to know" and who are bound by written confidentiality obligations no less restrictive than those contained herein.

3. EXCLUSIONS

Confidential Data shall 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 prior to disclosure by the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; d) Is independently developed by the Recipient without use of the Discloser’s Confidential Data.

4. COMPELLED DISCLOSURE

If the Recipient is required by law, regulation, or court order to disclose any Confidential Data, 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.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___________] years.

6. RETURN OR DESTRUCTION OF DATA

Upon written request by the Discloser or upon termination of the relationship, the Recipient shall, within [___________] days, return or certify the destruction of all Confidential Data in its possession, including all digital copies, archives, and derivative works.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of [________________________________________________]. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located in [________________________________________________].

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

---

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

DISCLOSING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

RECEIVING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]