Non Disclosure Agreement Template Free

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of this ______ day of __________________, 20____ (the "Effective Date"), by and between:

Disclosing Party: ________________________________________, with a principal place of business located at ________________________________________________ ("Disclosing Party"),

AND

Receiving Party: ________________________________________, with a principal place of business located at ________________________________________________ ("Receiving Party").

(Collectively referred to as the "Parties").

1. 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 electronic or other means, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, product designs, and technical specifications.

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Maintain the confidentiality of all Confidential Information with the same degree of care as it uses for its own proprietary information, but in no event less than a reasonable degree of care; b) Use the Confidential Information solely for the purpose of ________________________________________________ (the "Purpose"); c) Limit disclosure of such Confidential Information to its employees, agents, or contractors who have a legitimate "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 through no breach of this Agreement by the Receiving Party; b) Was in the Receiving Party’s possession or known by it 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 reference to the Confidential Information.

4. TERM

The obligations under this Agreement shall survive for a period of ______ years from the date of disclosure. Upon written request, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession.

5. 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 to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of __________________________, without regard to its conflict of law principles.

7. ENTIRE AGREEMENT

This document constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, negotiations, or agreements. No amendment to this Agreement shall be effective unless 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: ______________________________