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Sample Non-Disclosure Agreement
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This Non-Disclosure Agreement is a sample provided for your information only and may not be relied upon as legal
advice. This agreement might not be appropriate for your requirements. Elance makes no warranty about the
suitability of this sample agreement and accepts no liability arising out of the use of this agreement. Please consult
your legal or business advisor for further information or advice.
THIS AGREEMENT is made on
[Month, day, year]
1. [the Disclosing Party], (the "Disclosing Party"); and
2. [the Receiving Party], (the "Receiving Party"),
collectively referred to as the "Parties".
A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [ ],
which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to
as "Proprietary Information" of the Disclosing Party.
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby
agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect
such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to
its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived
therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except
to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such
Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom
Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar
agreement in content substantially similar to this Agreement
2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to
any information after five years following the disclosure thereof or any information that the Receiving Party can
document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent,
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