Sample Non Disclosure Agreement for Consultants

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (the "Agreement") is entered into as of this ______ day of ________________, 20____ (the "Effective Date"), by and between:

DISCLOSING PARTY: ________________________________________________ (the "Company"), with its principal place of business located at ________________________________________________.

RECEIVING PARTY: ________________________________________________ (the "Consultant"), residing at / with its principal place of business located at ________________________________________________.

Collectively referred to herein as the "Parties."

1. PURPOSE

The Company and the Consultant wish to explore a potential business relationship in connection with ________________________________________________ (the "Purpose"). In connection with the Purpose, the Company may disclose to the Consultant certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or sensitive information disclosed by the Company to the Consultant, whether orally, in writing, or by inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, trade secrets, software code, marketing strategies, product specifications, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE CONSULTANT

The Consultant agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the Purpose defined in Section 1; c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Company; d) Restrict access to the Confidential Information to those employees or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

4. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes generally available to the public other than as a result of a disclosure by the Consultant; b) Was within the Consultant’s possession prior to disclosure by the Company; c) Becomes available to the Consultant on a non-confidential basis from a source other than the Company, provided that such source is not prohibited from disclosing the information; d) Is independently developed by the Consultant without use of or reference to the Company’s Confidential Information.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The Consultant’s obligations regarding the protection of Confidential Information 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 Company or the termination of the business relationship, the Consultant shall promptly return or certify the destruction of all documents and other tangible materials containing Confidential Information.

7. REMEDIES

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

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of ________________________________________________, without regard to its conflict of laws principles.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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

COMPANY

Signature: ____________________________________

Name: ________________________________________

Title: _________________________________________

CONSULTANT

Signature: ____________________________________

Name: ________________________________________

Title: _________________________________________