Non Disclosure Agreement Template Word

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this [___] day of [__________], 20[__] (the "Effective Date"), by and between:

DISCLOSING PARTY: [__________________________________________________], located at [__________________________________________________] ("Discloser"), and

RECEIVING PARTY: [__________________________________________________], located at [__________________________________________________] ("Recipient").

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

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest regarding [__________________________________________________] (the "Purpose"). In connection with the Purpose, Discloser may disclose to Recipient certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, business, technical, or financial information disclosed by Discloser to Recipient, whether orally, in writing, or by electronic or other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

3. OBLIGATIONS OF RECIPIENT

Recipient agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the confidentiality of such information with at least the same degree of care as it uses for its own confidential information, but no less than a reasonable degree of care; c) Restrict disclosure of such information solely to those employees, agents, or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

4. 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 Recipient; b) Was in the Recipient’s possession or known by it prior to receipt from the Discloser; c) Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; d) Is independently developed by the Recipient without the use of the Discloser’s Confidential Information.

5. TERM

The obligations of confidentiality under this Agreement shall survive for a period of [___] years from the date of disclosure. Either Party may terminate this Agreement upon [___] days' written notice to the other Party, provided that the obligations of confidentiality shall survive such termination.

6. RETURN OF MATERIALS

Upon the written request of the Discloser or upon the conclusion of the Purpose, the Recipient shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State/Province/Country of [______________________]. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [______________________].

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. No amendment to this Agreement shall be effective unless in writing and signed by both Parties. This Agreement may be executed in counterparts.

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

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DISCLOSING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

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RECEIVING PARTY

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]