Free Architecture Non-Disclosure Agreement Template
Architecture Non-Disclosure Agreement
This Architecture Non-Disclosure Agreement (the "Agreement") is entered into as of [Date], between [Your Company Name], located at [Your Company's Address], (hereinafter referred to as the "Disclosing Party"), and [Your Client Name], located at [Your Client's Address], (hereinafter referred to as the "Receiving Party").
1. Purpose
The primary purpose of this Non-Disclosure Agreement is to safeguard sensitive information related to architectural projects and business operations of the Disclosing Party. This includes but is not limited to design concepts, client information, and proprietary processes (collectively, "Confidential Information"). By signing this Agreement, the Receiving Party agrees to maintain the confidentiality of the Confidential Information and to protect it from unauthorized disclosure.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, any and all information, regardless of its form or format, that is disclosed by the Disclosing Party to the Receiving Party. Such information may be delivered orally, in writing, electronically, or through other means and includes the following specific types of information:
a. Design concepts that encompass innovative architectural designs, unique elements, and creative propositions developed or in development by the Disclosing Party.
b. Client information which includes all data related to clients such as personal identifiers, project details, client requirements, and communications.
c. Proprietary processes that are unique methodologies or systems used in the execution of architectural services, which may include specialized techniques and tools developed by the Disclosing Party.
d. Business strategies which cover long-term plans, operational tactics, market penetration strategies, and other proprietary insights crucial for the competitive positioning of the Disclosing Party.
e. Technical data which involves specifications, drawings, blueprints, and detailed descriptions of engineering or architectural projects.
f. Financial data including, but not limited to, costing, pricing structures, budgets, financial forecasts, and profit margins.
g. Marketing plans comprising market analyses, promotional strategies, campaign details, and client acquisition strategies.
3. Obligations of the Receiving Party
The Receiving Party hereby agrees to:
a. Maintain the strictest confidentiality of all Confidential Information received under this Agreement.
b. Take all reasonable and necessary measures to safeguard the Confidential Information against any unauthorized disclosure, dissemination, or unauthorized use.
c. Use the Confidential Information solely for the purpose of evaluating or carrying out business discussions or projects specifically related to or with the Disclosing Party.
d. Not disclose any portion of the Confidential Information to any third party, unless such disclosure is done with the prior written consent of the Disclosing Party.
4. Exceptions to Confidential Information
The obligations and restrictions of this Agreement do not apply to information that:
a. Is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its representatives.
b. Was in the possession of the Receiving Party prior to being disclosed by the Disclosing Party, as evidenced by records.
c. Is developed independently by the Receiving Party without reference to or reliance on any of the Confidential Information.
d. Is disclosed in response to a valid order of a court or other governmental body, provided that the Receiving Party provides prompt advance notice thereof to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure.
5. Duration
This Non-Disclosure Agreement will remain in effect for [Insert Duration] from the Effective Date, unless earlier terminated by either party through a written agreement.
6. Termination
Upon the termination of this Agreement, the Receiving Party is obliged to:
a. Promptly return or destroy all materials containing Confidential Information.
b. Delete all digital copies of such information and certify in writing to the Disclosing Party that such materials have been destroyed or returned.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without giving effect to its principles of conflicts of law.
8. Miscellaneous
This Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter hereof and supersedes all prior communications, agreements, and understandings, written or oral, relating to such subject matter. No amendment or modification of this Agreement shall be deemed effective unless made in writing and signed by duly authorized representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the latest date set forth below by their duly authorized representatives.
Disclosing Party:
By:
[Your Name]
[Your Job Title]
[Your Company Name]
Date: [Month Day, Year]
Receiving Party:
By:
[Your Client Name]
Date: [Month Day, Year]
