Non Disclosure Agreement Template Word Download

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 ________________________________________________________________ (the "Disclosing Party"), and

RECEIVING PARTY: ________________________________________, located at ________________________________________________________________ (the "Receiving Party").

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public, proprietary, or sensitive 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, software code, trade secrets, marketing strategies, 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.

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 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; d) Not reproduce, reverse engineer, or decompile any Confidential Information without the express written consent of the Disclosing Party.

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 reference to or 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. The term of this Agreement shall commence on the Effective Date and terminate on ______________, 20.

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 of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. RETURN OR DESTRUCTION OF MATERIALS

Upon the written request of the Disclosing Party or upon termination of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and certify such destruction in writing.

7. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Province of ____________________. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in ________________________.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior discussions or agreements. 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.

DISCLOSING PARTY

Signature: ______________________________ Print Name: _____________________________ Title: __________________________________

RECEIVING PARTY

Signature: ______________________________ Print Name: _____________________________ Title: __________________________________