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This Agreement is intended to protect confidential information between the parties.
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Insert Date], by and between:
Disclosing Party: [Insert Name/Entity]Address: [Insert Address]
Receiving Party: [Insert Name/Entity]Address: [Insert Address]
The Disclosing Party and Receiving Party are collectively referred to as the "Parties."
Purpose
The Disclosing Party wishes to share certain confidential and proprietary information (the "Confidential Information") with the Receiving Party for the purpose of [Insert Purpose, e.g., evaluating a business opportunity, engaging in a project, etc.].
Definition of Confidential Information
Confidential Information includes but is not limited to:
Business plans, strategies, financial data, and projections;
Trade secrets, proprietary technology, and designs;
Customer lists, supplier data, and marketing strategies;
Any other information designated as confidential by the Disclosing Party.
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the Receiving Party.
Is lawfully received by the Receiving Party from a third party without restriction.
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's information.
Obligations of Receiving Party
The Receiving Party agrees to:
Maintain the confidentiality of the Confidential Information using reasonable care.
Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
Not use the Confidential Information for any purpose other than the agreed-upon purpose stated in this Agreement.
Return or destroy all copies of the Confidential Information upon the request of the Disclosing Party or upon termination of this Agreement.
Exclusions
This Agreement imposes no obligation on the Receiving Party to refrain from disclosing information as required by law, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek a protective order.
Term
This Agreement shall remain in effect for [Insert Duration, e.g., two years] from the date of disclosure unless terminated earlier by the written consent of both Parties.
No License
No license to use any trademark, patent, copyright, or other intellectual property is granted under this Agreement.
Governing Law
This Agreement shall be governed by the laws of the State of [Insert State], without regard to its conflict of law principles.
Remedies
The Parties agree that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may not be sufficient. Therefore, the Disclosing Party is entitled to seek injunctive relief in addition to any other remedies available at law or equity.
Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements.
Amendments
This Agreement may only be amended or modified in writing, signed by both Parties.
Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
Signatures
By signing below, the Parties acknowledge and agree to the terms of this Agreement.
Disclosing Party Signature:
Name: [Insert Name]Title: [Insert Title]Date: [Insert Date]
Receiving Party Signature:
Name: [Insert Name]Title: [Insert Title]Date: [Insert Date]
This template serves as a starting point and should be customized for your specific needs. Consult with a legal professional to ensure compliance with applicable laws.
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