Non-Disclosure Agreement for Nonprofit Organizations
This Non-Disclosure Agreement ("Agreement") is entered into on the 1st day of January, 2050, by and between [Your Company Name], a nonprofit entity organized and existing under the laws of Texas, with its principal office located at [Your Company Address] ("Disclosing Party"), and Nonprofit Org, a nonprofit organization, with its principal office located at Dallas, TX 01203 ("Receiving Party"), represented by Angel Hill, the authorized representative of the organization.
The purpose of this Agreement is to establish the conditions under which confidential information shared by the Disclosing Party will be protected during any collaboration or potential partnership between the parties.
I. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" includes any data, materials, or information shared by [Your Company Name] with Nonprofit Org, whether disclosed in writing, orally, or electronically, and is of a non-public, proprietary, or sensitive nature, including but not limited to:
Organizational strategies, business models, and financial records
Donor information, fundraising methods, and marketing materials
Program development documents, research data, and collaborative partnership plans
Any other information that is expressly identified as confidential or proprietary by the Disclosing Party
Confidential Information does not include any data that:
Becomes publicly available without breach of this Agreement
Was known to the Receiving Party prior to disclosure
Is disclosed to the Receiving Party by a third party who has no obligation to keep the information confidential
II. Obligations of the Receiving Party
1. Confidentiality
The Receiving Party agrees to keep all Confidential Information strictly confidential and shall not, without prior written consent from the Disclosing Party, disclose, share, or allow access to the Confidential Information to any third party, except to employees, agents, or contractors who have a need to know for the purpose of fulfilling the mission of the organization.
2. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling the specific goals of the partnership or collaboration between the parties. The Receiving Party will not use the Confidential Information for personal gain or for any purpose unrelated to the objectives of the collaboration.
III. Duration of Confidentiality
The Receiving Party's duty to maintain confidentiality shall continue for a period of three (3) years following the termination of this Agreement, unless otherwise agreed in writing by both parties.
IV. Exceptions to Confidentiality
The Receiving Party shall not be bound by the confidentiality obligations set forth herein with respect to any information that:
Is or becomes publicly available through no fault of the Receiving Party
Is independently developed by the Receiving Party without reference to the Confidential Information
Is required to be disclosed under the laws or regulations of any governing body, provided that the Receiving Party notifies the Disclosing Party immediately and takes all reasonable steps to limit the scope of such disclosure
V. Return of Confidential Information
Upon the termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information. This includes physical documents, digital files, or any other materials that contain or refer to the Confidential Information.
VI. No License
Nothing in this Agreement shall be construed as granting the Receiving Party any rights, title, or interest in the Confidential Information or any intellectual property rights of the Disclosing Party. All rights to the Confidential Information remain the exclusive property of the Disclosing Party.
VII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
VIII. Dispute Resolution
In the event of a dispute arising out of or related to this Agreement, both parties agree to attempt to resolve the matter amicably through good faith discussions. Should such discussions fail, the dispute shall be resolved through binding arbitration, in accordance with the rules of the American Arbitration Association.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement represents the entire understanding between the parties with respect to the confidentiality of the disclosed information and supersedes all prior agreements or communications between the parties, whether oral or written, regarding the subject matter of this Agreement.
2. Modification
No modification or amendment to this Agreement shall be valid unless in writing and executed by both parties.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect.
X. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first written above.
For the Disclosing Party:
Name: [Your Name]
Title: Executive Director
For the Receiving Party:
Name: Angel Hill
Title: Executive Director
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