Non Disclosure Agreement Template Free Download

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[___] (the "Effective Date"), by and between:

Disclosing Party: [________________________________________________] (“Disclosing Party”), with a principal place of business located at [________________________________________________].

Receiving Party: [________________________________________________] (“Receiving Party”), with a principal place of business located at [________________________________________________].

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

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, whether oral, written, or electronic, including but not limited to: business plans, financial data, customer lists, software, trade secrets, designs, formulas, and intellectual property, marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. OBLIGATIONS OF 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) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) Use the Confidential Information solely for the purpose of [________________________________________________] (the "Purpose"); d) Limit access to Confidential Information to those employees or agents who have a specific need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

3. EXCLUSIONS

Confidential Information shall 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 reference to or use of the Disclosing Party's Confidential Information.

4. TERM

This Agreement shall commence on the Effective Date and continue for a period of [___] years. The obligations regarding the protection of Confidential Information shall survive the termination or expiration of this Agreement for a period of [___] years from the date of disclosure.

5. RETURN OF MATERIALS

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

6. GOVERNING LAW AND JURISDICTION

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

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

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

DISCLOSING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

RECEIVING PARTY

Signature: ___________________________

Print Name: [___________________________]

Title: [___________________________]

Date: [___________________________]