Non-Disclosure Agreement for Research and Development
This Non-Disclosure Agreement ("Agreement") is made and entered into as of the 1st day of January, 2050, by and between [Your Company Name], a company incorporated under the laws of Texas, with its principal office located at [Your Company Address] ("Disclosing Party"), and Drake Feeney, an individual residing at Austin, TX 73301 ("Receiving Party").
This Agreement governs the disclosure and use of Confidential Information related to the research and development efforts between the parties and aims to protect such information from unauthorized use or disclosure.
I. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" refers to all non-public data, designs, techniques, prototypes, research findings, business strategies, and other information disclosed by the Disclosing Party to the Receiving Party in connection with any ongoing or future research and development activities.
Confidential Information includes, but is not limited to:
Research and development plans, technical data, and processes
Prototype designs, blueprints, and models
Experimentation results, lab notes, and test data
Marketing and business strategies
Software, applications, and code relevant to the R&D projects
Confidential Information does not include information that:
Was already in the public domain at the time of disclosure or becomes public through no fault of the Receiving Party
Was independently developed by the Receiving Party without reference to the Confidential Information
Is lawfully obtained by the Receiving Party from a third party not subject to confidentiality obligations
II. Confidentiality Obligations
1. Non-Disclosure
The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed under this Agreement. The Receiving Party will not, without the prior written consent of the Disclosing Party, disclose such Confidential Information to any third parties or use it for any purpose other than for the R&D activities as specified in this Agreement.
2. Limitation of Use
The Receiving Party agrees to use the Confidential Information solely for the purpose of fulfilling the research and development objectives outlined between the parties. The Receiving Party will not exploit the Confidential Information for personal or commercial gain outside the scope of the agreed-upon R&D activities.
3. Access Control
The Receiving Party shall restrict access to the Confidential Information to only those employees, agents, or contractors who need to know the information in order to perform their duties related to the R&D activities. Each person accessing such information shall be informed of the confidential nature of the information and shall agree to be bound by the terms of this Agreement.
III. Duration of Confidentiality
The confidentiality obligations imposed under this Agreement shall remain in effect for a period of five (5) years after the date of disclosure of any Confidential Information, or until such time as the information no longer qualifies as confidential, whichever is earlier.
IV. Return or Destruction of Confidential Information
Upon the termination of the business relationship or upon written request from the Disclosing Party, the Receiving Party agrees to promptly return or destroy all documents, materials, electronic files, and any other media containing Confidential Information.
V. No License or Ownership Rights
The Receiving Party acknowledges that this Agreement does not grant any license, right, or interest in any Confidential Information disclosed by the Disclosing Party. All rights, titles, and interests in the Confidential Information remain the exclusive property of the Disclosing Party.
VI. Exclusions from Confidentiality
The confidentiality obligations under this Agreement will not apply to information that:
Was in the public domain at the time of disclosure, or later becomes public through no fault of the Receiving Party
Was independently developed by the Receiving Party without using the Confidential Information
Is required to be disclosed under law, regulation, or court order, provided that the Receiving Party notifies the Disclosing Party promptly to allow for protective measures to be taken
VII. Remedies for Breach
The Receiving Party understands and acknowledges that any unauthorized use or disclosure of Confidential Information could result in irreparable harm to the Disclosing Party, for which monetary damages alone would not be sufficient. In the event of a breach, the Disclosing Party may seek injunctive relief, along with any other available legal remedies, including damages and attorney’s fees.
VIII. 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 provisions.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements, oral or written, regarding the disclosure of Confidential Information for research and development purposes.
2. Amendments
No modification or amendment to this Agreement shall be valid unless made in writing and signed 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 remaining provisions will continue in full force and effect.
X. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Drake Feeney
Title: Research and Development Consultant
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