Non Disclosure Agreement Template in Word

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

AND

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

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

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 inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and product specifications.

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) 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, contractors, 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 does not include 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 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

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 expiration or termination of this Agreement for a period of ______ years thereafter.

5. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or certify the destruction of all documents and tangible materials containing Confidential Information.

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 AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Country of ____________________. Any disputes arising out of this Agreement 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 may only be amended by a written instrument signed by both Parties.

---

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

DISCLOSING PARTY

Signature: ___________________________

Print Name: __________________________

Title: _______________________________

RECEIVING PARTY

Signature: ___________________________

Print Name: __________________________

Title: _______________________________