Non Disclosure Agreement Template Word Free Download

MUTUAL NON-DISCLOSURE AGREEMENT

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

Disclosing Party: [________________________________________________] with a principal place of business located at [________________________________________________] (“Discloser”); and

Receiving Party: [________________________________________________] with a principal place of business located at [________________________________________________] (“Recipient”).

The Discloser and Recipient may be referred to individually as a “Party” and collectively as the “Parties.”

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include any and all non-public, proprietary, or sensitive information disclosed by the Discloser to the Recipient, whether orally, in writing, or by electronic or other form or media, including but not limited to business plans, financial data, customer lists, software, source code, trade secrets, designs, and technical processes.

2. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees: (a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; (b) Not to disclose, publish, or disseminate any Confidential Information to any third party without the express prior written consent of the Discloser; (c) To use the Confidential Information solely for the purpose of [________________________________________________] (the “Purpose”); and (d) To restrict access to the Confidential Information to those employees, contractors, or advisors 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 available to the public other than as a result of a disclosure by the Recipient; (b) Was in the Recipient’s possession prior to disclosure by the Discloser; (c) Is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) Is required to be disclosed by law, regulation, or court order, provided the Recipient gives the Discloser prompt notice of such requirement.

4. TERM AND TERMINATION

The obligations under this Agreement shall remain in effect for a period of [___________] years from the Effective Date. Upon the written request of the Discloser, the Recipient shall promptly return or destroy all copies of Confidential Information in its possession.

5. REMEDIES

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

6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of [________________________________________________]. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [________________________________________________].

7. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, understandings, or agreements, whether written or oral.

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

DISCLOSER:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECIPIENT:

Signature: ___________________________ Name: [___________________________] Title: [___________________________]