Nursing Home Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made effective as of [Day/Month/Year] (the "Effective Date"), by and between [Your Company Name], a corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Your Company Address] ("Disclosing Party"), and [Employee's Name], an individual residing at [Employee Address] ("Receiving Party").
1. Purpose
1.1 The purpose of this Agreement is to protect the confidentiality of the Disclosing Party's proprietary information which may be disclosed to the Receiving Party in connection with [describe purpose, e.g., "providing nursing care services"].
2. Definition of Confidential Information
2.1 "Confidential Information" refers to any data or information, oral or written, that relates to the Disclosing Party's or its affiliates' business activities, technologies, operations, or endeavors, including, but not limited to, patient information, treatment protocols, business operations, processes, formulas, data, personal information, vendor lists, financial information, sales information, marketing information, plans, and strategies.
2.2 Confidential Information does not include information that: (a) is now or subsequently becomes generally available to the public through no fault or breach by the Receiving Party; (b) the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party; or (d) the Receiving Party rightfully obtains from a third party who has the right to transfer or disclose it.
3. Obligation of the Receiving Party
3.1 The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its most confidential materials).
3.2 The Receiving Party agrees not to divulge, disclose, or communicate any Confidential Information to any third party without the prior written consent of the Disclosing Party.
3.3 The Receiving Party agrees not to use any Confidential Information for any purpose except as necessary to fulfill the purpose as set forth in Section 1 of this Agreement.
3.4 The Receiving Party agrees to restrict access to the Confidential Information to those employees or agents who require knowledge of such information to fulfill the purpose of this Agreement and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those in this Agreement.
4. Term
4.1 This Agreement shall commence on the Effective Date and shall continue in effect until [insert end date], or until earlier terminated by either party upon [insert number of days] days' written notice to the other party.
5. Return of Confidential Information
5.1 Upon the termination of this Agreement, or upon Disclosing Party's earlier request, the Receiving Party shall promptly return or destroy all copies of Confidential Information received from the Disclosing Party, including all notes, analyses, compilations, studies, interpretations, or other documents prepared by the Receiving Party or its representatives that contain or reflect any Confidential Information.
6. Remedies
6.1 The Receiving Party acknowledges that any breach of the provisions of this Agreement may cause significant and irreparable harm to the Disclosing Party, for which remedies at law may be inadequate. Consequently, the Disclosing Party shall be entitled to seek immediate injunctive relief to enforce obligations under this Agreement, in addition to any other remedies available at law or in equity.
7. No License
7.1 Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any of the Confidential Information it encompasses.
8. Miscellaneous
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the [State/Country], excluding its conflict of laws principles.
8.2 Entire Agreement: This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
8.3 Amendment: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all parties.
8.4 Waiver: No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
8.5 Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, provided that the essential terms and conditions of this Agreement for both parties remain valid, binding, and enforceable.
8.6 Notices: Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above-stated address or mailed by certified, registered, or express mail, return receipt requested.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Receiving Party:
[Employee's Full Name]
Disclosing Party:
[Your Company Name]
Date:
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