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Non-Disclosure Agreement (NDA)
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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of [EFFECTIVE DATE], by and between [DISCLOSING PARTY], [DISCLOSING TYPE], located at [DISCLOSING ADDRESS] ("Disclosing Party"), and [RECEIVING PARTY], [RECEIVING TYPE], located at [RECEIVING ADDRESS] ("Receiving Party") (collectively the "Parties").
1. PURPOSE
The Parties wish to explore [PURPOSE] ("Purpose"). In connection with the Purpose, the Disclosing Party may share certain Confidential Information with the Receiving Party.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to: business plans, customer data, financial information, trade secrets, technical data, product plans, research, inventions, processes, designs, and know-how. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party.
3. OBLIGATIONS
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the Purpose; (c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (d) limit access to Confidential Information to those employees, agents, or contractors who have a need to know for the Purpose and who are bound by obligations at least as protective as those herein.
4. TERM
This Agreement shall remain in effect for a period of [DURATION] years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties. Obligations with respect to trade secrets shall survive termination of this Agreement.
5. RETURN OF INFORMATION
Upon request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.
6. REMEDIES
The Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond or other security, in addition to all other remedies available at law or equity.
7. NO LICENSE
Nothing herein grants the Receiving Party any intellectual property rights, title, or interest in the Confidential Information.
8. GOVERNING LAW
This Agreement shall be governed by the laws of the State of [GOVERNING STATE], without regard to its conflict-of-law provisions. Any dispute arising hereunder shall be resolved in the courts of [GOVERNING STATE].
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and agreements relating to the same.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
DISCLOSING PARTY:
Signature: _______________________________
Name: [DISCLOSING PARTY]
Title: [DISCLOSING TITLE]
Date: [EFFECTIVE DATE]
RECEIVING PARTY:
Signature: _______________________________
Name: [RECEIVING PARTY]
Title: [RECEIVING TITLE]
Date: [EFFECTIVE DATE]
This Non-Disclosure Agreement ("Agreement") is entered into as of [EFFECTIVE DATE], by and between [DISCLOSING PARTY], [DISCLOSING TYPE], located at [DISCLOSING ADDRESS] ("Disclosing Party"), and [RECEIVING PARTY], [RECEIVING TYPE], located at [RECEIVING ADDRESS] ("Receiving Party") (collectively the "Parties").
1. PURPOSE
The Parties wish to explore [PURPOSE] ("Purpose"). In connection with the Purpose, the Disclosing Party may share certain Confidential Information with the Receiving Party.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, or by inspection of tangible objects, including but not limited to: business plans, customer data, financial information, trade secrets, technical data, product plans, research, inventions, processes, designs, and know-how. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party.
3. OBLIGATIONS
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the Purpose; (c) not disclose Confidential Information to any third party without prior written consent of the Disclosing Party; and (d) limit access to Confidential Information to those employees, agents, or contractors who have a need to know for the Purpose and who are bound by obligations at least as protective as those herein.
4. TERM
This Agreement shall remain in effect for a period of [DURATION] years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties. Obligations with respect to trade secrets shall survive termination of this Agreement.
5. RETURN OF INFORMATION
Upon request or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.
6. REMEDIES
The Receiving Party acknowledges that breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, without the requirement of posting a bond or other security, in addition to all other remedies available at law or equity.
7. NO LICENSE
Nothing herein grants the Receiving Party any intellectual property rights, title, or interest in the Confidential Information.
8. GOVERNING LAW
This Agreement shall be governed by the laws of the State of [GOVERNING STATE], without regard to its conflict-of-law provisions. Any dispute arising hereunder shall be resolved in the courts of [GOVERNING STATE].
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions and agreements relating to the same.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.
DISCLOSING PARTY:
Signature: _______________________________
Name: [DISCLOSING PARTY]
Title: [DISCLOSING TITLE]
Date: [EFFECTIVE DATE]
RECEIVING PARTY:
Signature: _______________________________
Name: [RECEIVING PARTY]
Title: [RECEIVING TITLE]
Date: [EFFECTIVE DATE]