LEGAL INTELLECTUAL PROPERTY CONFIDENTIALITY NON-DISCLOSURE AGREEMENT (NDA)
This LEGAL INTELLECTUAL PROPERTY CONFIDENTIALITY NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into by and between [Your Company Name], a [Corporation Type] corporation, whose address is [Your Company Address], hereafter referred to as the ("Disclosing Party"), and [Employee], whose address is [Employee's Address], hereafter referred to as the ("Receiving Party"), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below.
1. DEFINITIONS
1.1 Confidential Information: For the purpose of this Agreement, "Confidential Information" shall include, but will not be limited to, any document, knowledge, data, or other information related to the Disclosing Party, including business activities, strategies, designs, client details, financial data, software development, marketing tactics, product plans, and intellectual property, whether oral, written, electronic, or otherwise.
2. OBLIGATIONS OF RECEIVING PARTY
2.1 Duty of Confidentiality: The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party.
2.2 Restricted Access: The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall ensure that such individuals are bound by obligations of confidentiality consistent with this Agreement.
2.3 Prohibited Uses: The Receiving Party shall not, without prior written approval from the Disclosing Party, use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.
3. NON-CONFIDENTIAL INFORMATION
3.1 Exclusions: Confidential Information does not include information that:
a) Is already known to the Receiving Party at the time of disclosure by the Disclosing Party;
b) Becomes publicly known through no wrongful act of the Receiving Party;
c) Is independently developed by the Receiving Party without the use, directly or indirectly, of the Confidential Information;
d) Is approved for release in writing by the Disclosing Party.
4. DURATION
4.1 Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until [DURATION] after the date hereof or until Disclosing Party releases Receiving Party from this Agreement in writing.
5. TERMINATION
5.1 Breach of Agreement: In the event of any violation of this Agreement, the Disclosing Party may proceed to protect its rights under this Agreement through injunctive or other equitable relief under law.
6. GOVERNING LAW AND JURISDICTION
6.1 Applicable Law: This Agreement will be governed by and construed in accordance with the laws of [Applicable Jurisdiction].
6.2 Jurisdiction: Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of [Applicable Jurisdiction].
7. SEVERABILITY
7.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
8. ENTIRE AGREEMENT
8.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
[Your Company Name]
______________________________
Authorized Signature
[Employee]
______________________________
Signature
Dated: _________
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