Non Disclosure Agreement Template for Information Technology

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 company organized and existing under the laws of [__________], with its principal place of business located at [__________________________________________________] ("Disclosing Party"),

AND

RECEIVING PARTY: [__________________________________________________], a company organized and existing under the laws of [__________], with its principal place of business located at [__________________________________________________] ("Receiving Party").

(Collectively, the "Parties," and each, a "Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential information related to the Disclosing Party’s information technology systems, including but not limited to: source code, object code, software architecture, database schemas, API documentation, algorithms, network configurations, cybersecurity protocols, encryption methods, development roadmaps, trade secrets, data sets, and any other technical or business information disclosed in written, electronic, or oral form, which is marked "Confidential" or which, by its nature, should reasonably be understood to be confidential.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees: a) To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials). b) To use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"). c) Not to disclose, publish, or otherwise disseminate the Confidential Information to any third party, except to employees, consultants, or agents who have a "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 disclosure by the Receiving Party; b) Was within the Receiving Party’s possession prior to it 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; or d) Is independently developed by the Receiving Party without reference to or use of the 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 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 regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

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 copies of the 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 [__________________________________________________]. Any disputes arising out of this Agreement 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. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. 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.

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DISCLOSING PARTY

Signature: ___________________________

Name: [______________________________]

Title: [______________________________]

Date: [______________________________]

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RECEIVING PARTY

Signature: ___________________________

Name: [______________________________]

Title: [______________________________]

Date: [______________________________]