Non Disclosure Agreement Template for Nonprofit Organizations

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

DISCLOSING PARTY: __________________________________________________, a nonprofit organization organized and existing under the laws of __________________, with its principal place of business located at __________________________________________________ ("Disclosing Party"),

AND

RECEIVING PARTY: __________________________________________________, residing at/having a principal place of business located at __________________________________________________ ("Receiving Party").

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

---

1. PURPOSE

The Parties wish to explore a potential business relationship, project, or collaboration regarding __________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: donor lists, grant applications, financial data, strategic plans, software, trade secrets, volunteer records, intellectual property, and internal operational methodologies, which is marked as "Confidential" or which reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose stated above. b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure, using at least the same degree of care as it uses to protect its own confidential information. c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to Confidential Information to its employees, agents, or contractors who have a bona fide 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 public knowledge through no fault 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 the Confidential Information. d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party to seek a protective order.

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 shall survive the termination of this Agreement for a period of ______ years thereafter.

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, and certify such destruction in writing.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction 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 the Disclosing Party 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.

---

9. SIGNATURES

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

DISCLOSING PARTY:

Signature: __________________________________

Name: ______________________________________

Title: _______________________________________

RECEIVING PARTY:

Signature: __________________________________

Name: ______________________________________

Title/Affiliation: ____________________________