Non-Disclosure Agreement Format
This Non-Disclosure Agreement (“Agreement”) is made effective as of [Effective Date], by and between:
Disclosing Party:
Name: [Your Name]
Address: [Full Address]
State: [State Name]
Title: [Job Title]
Receiving Party:
Name: [Full Name]
Address: [Full Address]
State: [State Name]
Title: [Job Title]
Collectively referred to as "Parties".
1. Purpose
The Parties intend to engage in discussions regarding [brief description of business or transaction] (“Purpose”), during which the Disclosing Party may disclose confidential and proprietary information to the Receiving Party.
2. Confidential Information
Confidential Information includes all non-public, proprietary, and confidential data, whether in written, oral, or electronic form, provided by the Disclosing Party to the Receiving Party. This may include, but is not limited to, trade secrets, technical data, business plans, financial information, and customer lists.
3. Obligations of the Receiving Party
The Receiving Party agrees to:
Maintain the confidentiality of the Confidential Information and not disclose it to any third party without prior written consent from the Disclosing Party.
Use the Confidential Information solely for the Purpose outlined in this Agreement.
Take reasonable precautions to protect the Confidential Information from unauthorized disclosure.
4. Exclusions from Confidential Information
The obligations under this Agreement do not apply to information that:
Is or becomes publicly available through no fault of the Receiving Party.
Was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party.
Is disclosed with the prior written consent of the Disclosing Party.
Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.
5. Term
This Agreement shall remain in effect for a period of [X years/months] from the date of execution, or until such time as the Confidential Information is no longer considered confidential by the Disclosing Party, whichever occurs first.
6. Return of Materials
Upon termination of this Agreement, the Receiving Party agrees to return all materials containing Confidential Information, including copies, notes, or other documents derived from the Confidential Information.
7. No License
Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information, other than the limited right to use the information for the Purpose outlined herein.
8. No Obligation to Enter into Further Agreements
This Agreement does not obligate the Parties to enter into any further agreements or negotiations.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [State Name], without regard to its conflict of law principles.
10. Entire Agreement
This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior discussions, negotiations, or agreements.
11. Signatures
Disclosing Party
Name: ____________________________
Title: ____________________________
Signature: _________________________
Date: ____________________________
Receiving Party
Name: ____________________________
Title: ____________________________
Signature: _________________________
Date: ____________________________
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