Non Disclosure Agreement Template Practical Law

NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business at [___________] ("Disclosing Party"), and

Receiving Party: [___________], a [___________] organized and existing under the laws of [___________], with its principal place of business at [___________] ("Receiving Party").

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

1. Purpose

The Parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. Definition of Confidential Information

"Confidential Information" means any and all non-public, confidential, or proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other form or media, including, without limitation, business plans, financial data, customer lists, technical specifications, trade secrets, software code, and any other information marked as "confidential" or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. Obligations of Receiving Party

The Receiving Party shall: (a) Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (b) Use the Confidential Information solely for the Purpose; (c) Restrict disclosure of the Confidential Information solely to those employees, officers, or advisors who have a "need to know" and who are bound by confidentiality obligations no less restrictive than those contained herein; and (d) Not reproduce, reverse engineer, decompile, or disassemble any Confidential Information.

4. Exclusions

Confidential Information does not include information that: (a) Is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; (c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.

5. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. Term and Termination

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 thereafter.

7. Return or Destruction of Materials

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

8. No License or Warranty

Nothing in this Agreement grants the Receiving Party any license or right to the Disclosing Party’s intellectual property. All Confidential Information is provided "as is," and the Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the information.

9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of [___________], without regard to its conflict of law principles. The Parties consent to the exclusive jurisdiction of the courts located in [___________].

10. Miscellaneous

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

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

DISCLOSING PARTY

Signature: ___________________________

Name: [___________]

Title: [___________]

RECEIVING PARTY

Signature: ___________________________

Name: [___________]

Title: [___________]