Non-Disclosure Agreement (NDA) Contract
This Non-Disclosure Agreement (“Agreement”), effective from [Effective Date], is entered into by and between [Your Company Name] having its principal place of business at [Your Company Address], further referred to as “Party A”, and [Party B Company Name] with a principal place of business at [Party B Company Address], further referred to as “Party B”, (collectively referred to as the “Parties”).
I. Purpose
The purpose of this Agreement is to establish a framework under which the Parties shall share confidential and proprietary information for the potential business relationship regarding the development of a groundbreaking augmented reality device. For this purpose, either Party may disclose or make available confidential information to the other Party.
II. Definition of Confidential Information
The phrase "Confidential Information" shall mean any information, proprietary or confidential, disclosed by either Party to the other, whether orally, in writing, or by inspection of tangible objects. This includes, but is not limited to, proprietary software, trade secrets, processes, operations, style of works, or any other information that is not common knowledge or publicly available.
III. Obligations
Both Parties agree to hold each other's Confidential Information in confidence and refrain from using it in any way except for this proposed business relationship. Each Party agrees not to disclose any Confidential Information to third parties, excluding employees or advisers who need to know it for the potential business relationship and have signed confidentiality agreements.
IV. Exceptions
The following circumstances shall not constitute Confidential Information:
Information is already known to the receiving Party before disclosure.
Information in the public domain or becomes public through no fault of the receiving Party.
Information obtained from a third party without confidentiality obligations.
Information is independently developed by the receiving Party without using Confidential Information.
Information is required to be disclosed by law, regulation, or court order, provided the disclosing Party is promptly notified and efforts are made to obtain confidential treatment or a protective order.
V. Term
This Agreement shall be effective from [Effective Date] and shall continue for a term of [Number of Years] unless otherwise terminated by either Party by providing written notice [Number of Days] before the intended date of termination.
VI. Governing Law
This Agreement and any disputes related to this Agreement shall be governed by and construed following the laws of [Jurisdiction] without regard to conflicts of interest laws.
VII. Entire Agreement
This Agreement expresses the complete understanding of the Parties concerning the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except by a written agreement signed by both Parties.
VIII. Miscellaneous Provisions
Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
Assignment: Neither Party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except in the case of a merger, acquisition, or sale of all or substantially all of its assets.
Waiver: No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy.
Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by registered or certified mail, return receipt requested, or by email to the addresses provided in this Agreement.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
Headings: The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
Furthermore, each Party acknowledges their understanding and acceptance of the terms herein by affixing their authorized signatures below.
[Your Company Name]
[DATE]
[Party b representative]
[DATE]
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