Sample Non-Disclosure Agreement
Purpose
This Non-Disclosure Agreement ("Agreement") is entered into by and between the parties identified below, collectively referred to as the "Parties," to protect certain confidential information disclosed during the course of their business relationship.
Definitions
Confidential Information
For purposes of this Agreement, "Confidential Information" means any data or information, oral or written, that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be considered as confidential given the nature of the information and the circumstances of disclosure.
Exclusions from Confidential Information
Confidential Information shall not include information that:
is or becomes publicly known through no wrongful act of the Receiving Party;
is received from a third party without breach of any obligation of confidentiality;
is independently developed without reference to the Confidential Information of the Disclosing Party.
Obligations of the Receiving Party
The Receiving Party agrees to maintain the confidentiality of the Confidential Information. The Receiving Party shall not disclose or use the Confidential Information for any purpose other than the Purpose of this Agreement, except with the prior written consent of the Disclosing Party.
Term
The obligations of confidentiality in this Agreement shall commence on the Effective Date and shall continue for a period of [specify period, e.g., two years] thereafter, unless extended by mutual written agreement of the Parties.
Return of Materials
Upon termination of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Confidential Information and all copies thereof.
Miscellaneous
Entire Agreement
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
Amendments
This Agreement may not be amended except by a written agreement signed by authorized representatives of both Parties.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.
Severability
If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, the remaining provisions will remain in full force and effect.
Signature
[Your Name]
BluLeaf
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