Free Financial Risk NDA

This Financial Risk Non-Disclosure Agreement ("Agreement") is made and entered into as of [Insert Effective Date] by and between [Insert Disclosing Party's Organization Name], a corporation duly organized and existing under the laws of [Insert Jurisdiction], with its principal place of business at [Insert Disclosing Party's Address] ("Disclosing Party"), and [Insert Receiving Party's Organization Name], a corporation duly organized and existing under the laws of [Insert Jurisdiction], with its principal place of business at [Insert Receiving Party's Address] ("Receiving Party").

WHEREAS, the Disclosing Party possesses certain confidential and proprietary financial information and data, which is crucial for its business operations and financial strategies;

WHEREAS, the Receiving Party is engaged to provide services that necessitate the disclosure of some of the Disclosing Party’s confidential financial information for the purpose of financial risk assessment and management;

WHEREAS, the Disclosing Party agrees to disclose, and the Receiving Party agrees to receive the confidential information under the terms and conditions stated in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Disclosing Party and the Receiving Party (collectively referred to as the "Parties") agree to adhere strictly to the terms and conditions of this Agreement.

I. Definition of Confidential Information

A. Confidential Information: For the purposes of this Agreement, "Confidential Information" shall include, but not be limited to, all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, by the Disclosing Party to the Receiving Party. Confidential Information includes notes, analysis, compilations, studies, summaries, and other material prepared by or for the Receiving Party containing or based upon, in whole or in part, the information disclosed by the Disclosing Party.

B. Exclusions: Confidential Information does not include information that (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party without restriction before receipt from the Disclosing Party; (iii) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

II. Obligations of Receiving Party

A. Maintenance of Confidentiality: The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

B. No Copying/Modifying: The Receiving Party shall not copy, modify, or reverse engineer any part of the Confidential Information, except to the extent that such activity is expressly authorized by the Disclosing Party in writing.

C. Protection of Secrecy: The Receiving Party shall protect the secrecy of the Disclosing Party’s Confidential Information and prevent it from falling into the public domain or the possession of unauthorized persons.

D. Return or Destruction: Upon the termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information and certify in writing to the Disclosing Party that it has complied with these obligations.

III. Exclusions from Confidential Information

A. Public Domain: Information that is already in the public domain or becomes available to the public through no fault of the Receiving Party is not considered Confidential Information under this Agreement.

B. Prior Knowledge: Information that was already known by the Receiving Party prior to the disclosure by the Disclosing Party, as evidenced by written records, is excluded from the scope of Confidential Information.

C. Independent Development: Information that is independently developed by the Receiving Party without the use of or reference to the Confidential Information, as demonstrated by documented evidence, is not bound by the confidentiality obligations.

D. Third-Party Disclosure: Information received from a third party not under confidentiality obligations to the Disclosing Party and without breach of this Agreement is not deemed Confidential Information.

E. Compelled Disclosure: If the Receiving Party is legally compelled by a court or regulatory authority to disclose any of the Confidential Information, such disclosure shall not be considered a breach of this Agreement, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow it to seek a protective order or other appropriate remedy.

IV. Term of Agreement

A. Effective Date: The obligations and responsibilities of this Agreement become effective as of [Insert Effective Date] and shall remain in effect until the termination of the Agreement.

B. Duration: The initial term of this Agreement shall be two years from the Effective Date, unless terminated earlier by either party in accordance with the termination provisions of this Agreement.

C. Extension: This Agreement may be extended beyond the initial term by mutual written agreement of the Parties.

D. Survival of Obligations: Notwithstanding the expiration or termination of this Agreement, the Receiving Party’s obligations of confidentiality with respect to the Confidential Information shall survive for a period of five years following the expiration or termination of this Agreement.

V. Disclosure to Third Parties

A. Restricted Disclosure: The Receiving Party shall not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. Such consent, if granted, shall be given on a case-by-case basis and subject to any conditions deemed necessary by the Disclosing Party.

B. Third Party Agreements: In the event that the Receiving Party is authorized to disclose Confidential Information to a third party, the Receiving Party shall ensure that such third party is bound by confidentiality obligations substantially similar to those set forth in this Agreement, including the obligation not to use or disclose the Confidential Information for any purposes beyond the scope expressly permitted by the Disclosing Party.

C. Liability for Third Party Disclosure: The Receiving Party will be held liable for any breach of confidentiality by any third party to whom it discloses the Confidential Information, as if the breach had been committed by the Receiving Party itself.

VI. Return or Destruction of Information

A. Obligation to Return or Destroy: Upon the termination or expiration of this Agreement, or upon the Disclosing Party's written request at any time, the Receiving Party shall promptly return or, if instructed by the Disclosing Party, destroy all copies of the Confidential Information in its possession, custody, or control.

B. Certification of Compliance: The Receiving Party shall also certify in writing to the Disclosing Party that all materials containing Confidential Information have been returned or destroyed, as requested by the Disclosing Party, and that no copies have been retained by the Receiving Party or its agents.

C. Exclusion from Destruction: Notwithstanding the above, the Receiving Party is not required to return or destroy any copies of the Confidential Information that are required to be retained by law or for legitimate internal compliance purposes. However, all retained Confidential Information will continue to be subject to the confidentiality obligations of this Agreement.

VII. No License or Transfer of Rights

A. No Grant of Rights: It is expressly understood and agreed that the disclosure of Confidential Information under this Agreement shall not constitute a grant, by implication, estoppel, or otherwise, of any license or right of use or transfer of rights to the Receiving Party with respect to the Confidential Information, except for the limited purpose of evaluating and engaging in the discussions as contemplated hereunder.

B. Ownership of Confidential Information: All Confidential Information remains the sole property of the Disclosing Party, and no ownership or intellectual property rights in such information are transferred or assigned to the Receiving Party under this Agreement.

VIII. Remedies for Breach

A. Acknowledgment of Harm: The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause substantial harm to the Disclosing Party, for which damages alone may not be a sufficient remedy.

B. Injunctive Relief: In the event of a breach or threatened breach of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

C. Indemnification: The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from any breach of this Agreement by the Receiving Party.

IX. Governing Law and Jurisdiction

A. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction], without regard to its conflict of law principles.

B. Jurisdiction: Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the courts of [Insert Jurisdiction], and the Parties hereby irrevocably consent to the personal jurisdiction and venue therein.

Signatures

By signing below, both parties affirm that they have read, understood, and agreed to the terms and conditions outlined in this Agreement.

For the Disclosing Party:

[Name]

[Title]

[Organization Name]

[Date]

For the Receiving Party:

[Name]

[Title]

[Organization Name]

[Date]