Non Disclosure Agreement Template for Research

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: ________________________________________________ Located at: __________________________________________________________

Receiving Party: ________________________________________________ Located at: __________________________________________________________

(Collectively referred to as the "Parties" and individually as a "Party").

1. PURPOSE

The Parties intend to engage in discussions and/or a collaborative arrangement regarding the following research project or subject matter: __________________________________________________________________________________________ (the "Purpose"). In connection with the Purpose, the Disclosing Party may provide the Receiving Party with certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to: research data, formulas, algorithms, software, processes, trade secrets, clinical trial results, intellectual property, business strategies, and technical specifications. Confidential Information shall be marked as "Confidential" or, if disclosed orally, identified as such at the time of disclosure and summarized in writing within ______ days of disclosure.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose stated herein; b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; c) Limit disclosure of Confidential Information to its 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; d) Not reproduce, reverse engineer, decompile, or disassemble any Confidential Information without the prior written consent of the Disclosing Party.

4. EXCLUSIONS

The obligations under this Agreement shall not apply to information that: a) Is or becomes generally available to the public through no breach of this Agreement; b) Was 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 Disclosing Party’s Confidential Information; d) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.

5. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it 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.

6. 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 or expiration of this Agreement for a period of ______ years.

7. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or the conclusion of the Purpose, the Receiving Party shall promptly return or destroy all documents, data, and tangible materials containing Confidential Information, and certify such destruction in writing.

8. GOVERNING LAW AND JURISDICTION

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

9. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof. No amendment or modification shall be valid unless in writing and signed by both Parties. This Agreement may be executed in counterparts.

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

DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Title: _______________________________

RECEIVING PARTY:

Signature: ___________________________ Name: ______________________________ Title: _______________________________