Non Disclosure Agreement Template Pdf

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").

The Disclosing Party and Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

1. Definition of Confidential Information

"Confidential Information" shall include all non-public, proprietary, or confidential information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, trade secrets, software, designs, and technical processes, 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 the 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) Disclose the Confidential Information only to employees, agents, or consultants who have a 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 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 use of or reference to the Disclosing Party’s Confidential Information.

4. Term

This Agreement shall remain in effect for a period of [___________] years from the Effective Date. The obligations of confidentiality 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 termination of the relationship between the Parties, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [________________________________________]. Any disputes arising out of 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 and supersedes all prior discussions. 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 date first written above.

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DISCLOSING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

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RECEIVING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]