Non Disclosure Agreement Template Simple

NON-DISCLOSURE AGREEMENT

This Non-Disclosure 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 ________________________________________________ (the "Disclosing Party"),

AND

Receiving Party: ________________________________________, with a principal place of business located at ________________________________________________ (the "Receiving Party").

1. Definition of Confidential Information

"Confidential Information" shall include all non-public, proprietary, or confidential 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, designs, and technical processes.

2. Obligations of the Receiving Party

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it. b) Use the Confidential Information solely for the purpose of ________________________________________________ (the "Purpose"). c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. d) Limit access to the Confidential Information to those employees 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 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 the Disclosing Party’s Confidential Information.

4. Term

The obligations of confidentiality shall survive for a period of ______ years from the date of disclosure.

5. Return of Materials

Upon the written request of the Disclosing Party or upon termination of the business relationship, 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/Province of ________________________.

7. Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. Any amendments must be made in writing and signed by both parties.

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

DISCLOSING PARTY:

Signature: ___________________________ Print Name: __________________________ Title: _______________________________

RECEIVING PARTY:

Signature: ___________________________ Print Name: __________________________ Title: _______________________________