Non Disclosure Agreement Template for Invention

NON-DISCLOSURE AGREEMENT FOR INVENTION

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

Disclosing Party: [Name of Inventor/Company], with a principal place of business/residence at [Address] ("Disclosing Party"), and

Receiving Party: [Name of Recipient], with a principal place of business/residence at [Address] ("Receiving Party").

The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE

The Disclosing Party possesses certain proprietary information regarding an invention currently titled or described as: [Insert brief description or title of the invention] (the "Invention"). The Parties wish to explore a potential business relationship or evaluation of said Invention. In connection with this, the Disclosing Party may disclose to the Receiving Party confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: technical data, trade secrets, drawings, designs, research, development, prototypes, patent applications, software code, business plans, and financial data related to the Invention. Confidential Information shall be identified as "Confidential" or, if disclosed orally, summarized as such in writing within [Number] days of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the purpose of evaluating or developing the Invention. b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure. c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to the Confidential Information to employees or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes publicly known through no wrongful act of the Receiving Party. b) Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party. c) Is independently developed by the Receiving Party without reference to or use of the Confidential Information. d) Is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order.

5. OWNERSHIP

All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement shall be construed as granting any license, title, or interest in the Invention or the Confidential Information to the Receiving Party.

6. TERM

The obligations of confidentiality shall survive for a period of [Number] years from the date of disclosure. Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information.

7. REMEDIES

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

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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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: [Print Name]

Title: [Print Title]

Date: [Date]

RECEIVING PARTY:

Signature: ___________________________

Name: [Print Name]

Title: [Print Title]

Date: [Date]