Non Disclosure Agreement Template for Small Business

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

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

Disclosing Party: [__________________________________________________], located at [__________________________________________________] ("Disclosing Party"), and

Receiving Party: [__________________________________________________], located at [__________________________________________________] ("Receiving Party").

(Collectively referred to as the "Parties").

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all information, whether written, oral, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, customer lists, financial data, product designs, trade secrets, software code, marketing strategies, and any other proprietary information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose"); c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; d) Limit access to the Confidential Information to those employees, contractors, or agents who have a specific 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 known to the public through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by them prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. TERM AND TERMINATION

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

5. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the conclusion 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.

6. 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.

7. GOVERNING LAW

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

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior discussions or agreements. Any amendments to this Agreement must be made in writing and signed by both Parties.

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

DISCLOSING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECEIVING PARTY:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]