Free Business Non-Disclosure Agreement Template
Business Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is entered into as of [Month Day, Year] by and between:
[Your Company Name], a [State] corporation having a principal place of business at [Your Company Address] (hereinafter referred to as the “Disclosing Party”), and [Your Partner Company Name / Second Party], a [State] corporation having a principal place of business at [Your Partner Company Name / Second Party Address] (hereinafter referred to as the “Receiving Party”).
WHEREAS, the Disclosing Party and the Receiving Party (collectively, the "Parties") wish to engage in discussions and possibly a business relationship regarding the development, management, and operation of a new restaurant concept, during which certain confidential and proprietary information (the “Confidential Information”) may be disclosed by the Disclosing Party to the Receiving Party;
NOW, THEREFORE, in consideration of the promises and covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means any and all non-public, proprietary, or confidential data, materials, or information disclosed, directly or indirectly, by the Disclosing Party to the Receiving Party, either orally, in writing, or by other means, including but not limited to:
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Business plans, strategies, forecasts, and financial information;
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Customer, vendor, and supplier lists;
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Product designs, prototypes, developments, trade secrets, and intellectual property;
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Marketing strategies, pricing policies, and sales techniques;
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Employee and contractor details;
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Any information that, by its nature or under the circumstances of disclosure, a reasonable person would understand to be confidential.
Confidential Information does not include information that: a) Is or becomes publicly known through no fault of the Receiving Party; b) Is rightfully obtained from a third party without restriction and without breach of this Agreement; c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; d) Is disclosed with the prior written consent of the Disclosing Party.
2. Obligations of the Receiving Party
The Receiving Party agrees to:
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Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it;
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Not disclose any Confidential Information to any third party, except as permitted by this Agreement;
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Use the Confidential Information solely for the purpose of evaluating or engaging in the business relationship between the Parties;
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Limit access to the Confidential Information to its employees, agents, or representatives who have a legitimate need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as restrictive as those set forth herein.
3. Permitted Disclosures
Notwithstanding Section 2, the Receiving Party may disclose Confidential Information to the extent required by a valid order of a court or other governmental authority, provided that the Receiving Party:
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Gives the Disclosing Party prior written notice of such disclosure (if legally permitted);
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Reasonably assists the Disclosing Party in seeking a protective order or other remedy to avoid or limit such disclosure.
4. Ownership and No License
The Disclosing Party retains all right, title, and interest in and to the Confidential Information. Nothing in this Agreement shall be construed as granting the Receiving Party any rights, by license or otherwise, to the Confidential Information, except as expressly set forth herein. All copies of Confidential Information, in whatever form, remain the property of the Disclosing Party and must be returned or destroyed upon request.
5. No Warranty
The Confidential Information is provided “as is” and without any warranty, express or implied, as to its accuracy, completeness, or reliability. The Disclosing Party makes no representation or warranty, whether express or implied, with respect to the Confidential Information, including but not limited to warranties of merchantability or fitness for a particular purpose.
6. Term and Duration of Confidentiality
This Agreement shall become effective as of the date first written above and will remain in effect until terminated by either party with thirty (30) days' prior written notice. However, the obligations of confidentiality and non-use with respect to any Confidential Information disclosed during the term of this Agreement shall survive the termination or expiration of this Agreement for a period of five (5) years thereafter.
7. Return or Destruction of Confidential Information
Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly:
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Return or destroy all Confidential Information in its possession or control, in whatever form;
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Provide written certification to the Disclosing Party that such return or destruction has occurred, except where the Receiving Party is required by law to retain copies.
8. Remedies
The Receiving Party acknowledges that the disclosure or unauthorized use of Confidential Information in violation of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages may be an insufficient remedy. Therefore, the Disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief, in addition to any other remedies available at law or in equity.
9. No Obligation to Proceed
Nothing in this Agreement shall obligate either party to proceed with any transaction or business relationship, and each party reserves the right, in its sole discretion, to terminate any discussions or negotiations at any time.
10. No Assignment
This Agreement and the rights and obligations hereunder may not be assigned or transferred by either party without the prior written consent of the other party.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles. Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the state or federal courts located in [County, State], and the parties hereby consent to the jurisdiction of such courts.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, or agreements, whether oral or written, regarding the same. This Agreement may only be amended or modified by a written agreement signed by both parties.
13. Severability
If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
14. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall be deemed to be original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the day and year first above written.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
[Your Partner Company Name / Second Party]
By:
[Full Name]
[Title]
[Month Day, Year]
