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Non-Disclosure Agreement


Non-Disclosure Agreement
Non-Disclosure Agreement
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT (the "Agreement”) is entered into on this ____day of ___________ by and
between _________________, located at ___________________ ( the” Disclosing Party”), and
___________________________ with and address at ______________________ (the Recipient or the
Receiving Party”).
The Recipient hereto desires to participate in discussions regarding ________________________
(the Transaction”). During these discussions, Disclosing Party may share certain proprietary
information with the Recipient. Therefore, in consideration of the mutual promises and covenants
contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information.
(a) For purposes of this Agreement, Confidential Information” means any data or
information that is proprietary to the Disclosing Party and not generally known to the public, whether in
tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any
marketing strategies, plans, financial information, or projections, operations, sales estimates, business
plans and performance results relating to the past, present or future business activities of such party, its
affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or
supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula,
improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress,
designs, development tools, specifications, computer software, source code, object code, flow charts,
databases, inventions, information and trade secrets; and (v) any other information that should reasonably
be recognized as confidential information of the Disclosing Party. Confidential Information need not be
novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential
Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the
Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that
Disclosing Party regards all of its Confidential Information as trade secrets
(b) Notwithstanding anything in the foregoing to the contrary, Confidential
Information shall not include information which: (i) was known by the Receiving Party prior to receiving
the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving
Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an
obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no
fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed
in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or
regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being
made; and (e) is or has been independently developed by employees, consultants or agents of the
Receiving Party without violation of the terms of this Agreement or reference or access to any
Confidential Information.
2. Disclosure of Confidential Information.
From time to time, the Disclosing Party may disclose Confidential Information to the
Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its
directors, officers, employees, agents or representatives (collectively Representatives”) who have a
need to know such Confidential Information in connection with the current or contemplated business
relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its
Representatives of the proprietary nature of the Confidential Information and of the obligations set forth
Non-Disclosure Agreement
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