Non Disclosure Agreement Template Free Word

NON-DISCLOSURE 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").

1. Definition of Confidential Information

"Confidential Information" shall include all data, materials, trade secrets, business plans, financial information, customer lists, technical processes, software, and other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or via electronic media, that is designated as confidential or should reasonably be understood to be confidential given the nature of the information.

2. Obligations of Receiving Party

The Receiving Party agrees to:

• Use the Confidential Information solely for the purpose of [__________________________________________________] (the "Purpose").
• Maintain the strict confidentiality of such information and exercise a reasonable degree of care to prevent unauthorized disclosure.
• Restrict access to the Confidential Information to only those employees, contractors, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• Is or becomes public knowledge through no fault of the Receiving Party.
• Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party.
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.
• Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

4. Term and Termination

This Agreement shall remain in effect for a period of [___________] year(s) from the Effective Date. The obligations of confidentiality regarding trade secrets shall survive for as long as the information remains a trade secret under applicable law.

5. 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 copies of the Confidential Information in its possession or control 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. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________]. Any disputes arising under this Agreement shall be resolved in the courts located in [___________].

8. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or agreements regarding the subject matter hereof.

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

DISCLOSING PARTY:

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

RECEIVING PARTY:

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