Unilateral Non Disclosure Agreement Template Word

UNILATERAL NON-DISCLOSURE AGREEMENT

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

DISCLOSING PARTY: ________________________________________, a [State/Country] [Entity Type, e.g., Corporation/LLC], with its principal place of business located at ________________________________________________________________ (the "Disclosing Party");

AND

RECEIVING PARTY: ________________________________________, [an individual / a [State/Country] [Entity Type]] with a principal address located at ________________________________________________________________ (the "Receiving Party").

(Collectively, the "Parties," and individually, a "Party").

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by electronic or other means, which is marked as "confidential" or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, customer lists, financial data, software code, and technical processes.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the Purpose; b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; c) Limit access to the Confidential Information to those employees, agents, or representatives who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein; and d) Not reproduce, reverse engineer, or decompile the Confidential Information without the express prior written consent of the Disclosing Party.

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 Receiving Party; b) Was within the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided such source is not prohibited from disclosing such information; or d) Is independently developed by the Receiving Party without reference to the Confidential Information.

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 to allow the Disclosing Party to seek a protective order or other appropriate remedy.

6. TERM

The obligations under this Agreement shall survive for a period of ______ years from the date of the last disclosure of Confidential Information.

7. RETURN OF MATERIALS

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

8. 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 hereunder 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.

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

DISCLOSING PARTY:

Signature: ___________________________

Print Name: __________________________

Title: _______________________________

RECEIVING PARTY:

Signature: ___________________________

Print Name: __________________________

Title: _______________________________