Simple Non Disclosure Agreement Template Nz

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into on this ______ day of ________, 20 (the "Effective Date").

BETWEEN:

1. [______________________________], a [company/individual] having its registered office/residential address at [____________________________________________________________] ("Disclosing Party");

AND

2. [______________________________], a [company/individual] having its registered office/residential address at [____________________________________________________________] ("Recipient").

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

---

1. PURPOSE

The Parties wish to explore a potential business relationship concerning [____________________________________________________________] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain proprietary and confidential information to the Recipient.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Recipient, which is designated as confidential or which, by its nature, ought reasonably to be considered confidential, including but not limited to trade secrets, business plans, financial data, customer lists, and technical specifications.

3. OBLIGATIONS OF THE RECIPIENT

The Recipient agrees to: a) Maintain the strict confidentiality of the Confidential Information; b) Use the Confidential Information solely for the Purpose; c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party; and d) Limit access to the Confidential Information to those employees or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

The obligations under this Agreement shall not apply to information that: a) Is or becomes public knowledge through no fault of the Recipient; b) Was already in the possession of the Recipient prior to disclosure; c) Is independently developed by the Recipient without use of the Confidential Information; or d) Is required to be disclosed by law or by order of a court or regulatory body, provided the Recipient gives prompt notice to the Disclosing Party.

5. RETURN OF INFORMATION

Upon the written request of the Disclosing Party or upon termination of the business relationship, the Recipient shall promptly return or destroy all documents and materials containing Confidential Information and provide written certification of such destruction.

6. TERM

This Agreement shall remain in effect for a period of [] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New Zealand. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of New Zealand.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended in writing signed by both Parties.

---

EXECUTION

SIGNED for and on behalf of [Disclosing Party Name]:

---

Signature Date

---

Name and Title

SIGNED for and on behalf of [Recipient Name]:

---

Signature Date

---

Name and Title