Non Disclosure Agreement Template Word Free

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 [__________________________________________________] ("Disclosing Party"), and

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

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

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, including but not limited to: business plans, customer lists, financial data, trade secrets, software code, product designs, marketing strategies, and any other information 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) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or consultants who have a "need to know" and are bound by confidentiality obligations at least as restrictive as those herein; d) Not reverse engineer, decompile, or disassemble any software or tangible materials provided hereunder.

3. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available 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 or reference to the Disclosing Party’s Confidential Information.

4. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, they 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.

5. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [___] years. The obligations of confidentiality shall survive the termination of this Agreement for a period of [___] years following the date of disclosure.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the conclusion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession 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/Country of [______________________]. Any disputes arising out of 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 or modification of this Agreement shall be valid unless in writing and signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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

DISCLOSING PARTY

Signature: ___________________________

Name: [__________________________]

Title: [__________________________]

RECEIVING PARTY

Signature: ___________________________

Name: [__________________________]

Title: [__________________________]