Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between [Your Company Name], a [State] corporation with a principal place of business at [Your Company Address] ("Disclosing Party"), and [Receiving Party Name], a [State] corporation with a principal place of business at [Receiving Party Address] ("Receiving Party").

A. Purpose

The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of [Purpose].

B. Definition of Confidential Information

"Confidential Information" shall mean all information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, that is designated as "confidential" or that reasonably should be understood to be confidential because of the nature of the information or the circumstances of disclosure.

C. Obligations of Receiving Party

  • The Receiving Party shall maintain the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect its own confidential information, but no less than a reasonable degree of care.

  • The Receiving Party shall not disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party.

  • The Confidential Information shall not be used by the Receiving Party for any purpose other than the Purpose described above.

D. Exclusions from Confidential Information

The obligations and restrictions herein shall not apply to any information that:

  • Was in the public domain at the time of disclosure or subsequently entered the public domain without breach of this Agreement;

  • Was already in the possession of the Receiving Party at the time of disclosure;

  • Is received from a third party without breach of any obligation of confidentiality;

  • Is independently developed by the Receiving Party without the use of or reference to the Confidential Information.

E. Term

This Agreement shall remain in effect for a period of [Number] years from the date of the last disclosure of Confidential Information, subject to the provisions on termination.

F. Termination

Either party may terminate this Agreement upon [Number] days' written notice to the other party. However, the confidentiality obligations shall survive for the duration specified in the Term section.

G. Miscellaneous

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings of every kind and nature between them. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

H. Signature

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.

[Your Company Name]

[Receiving Party Name]

Name: [Your Name]

Name: [Name]

Title: [Title]

Title: [Title]

Date: [Date]

Date: [Date]