Insurance Agency Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is entered into as of [Month Day, Year] ("Effective Date"), by [Your Company Name], an insurance agency with its principal place of business located at [Your Company Address], hereinafter referred to as the “Agency,” and [Client Name], an individual with a principal place of residence at [Client Address], hereinafter referred to as the “Client.” Collectively, shall be known as the "Parties".

WHEREAS, the Agency is in the business of providing insurance services and products, and in connection with this business relationship, the Client may disclose certain confidential and proprietary information (the “Confidential Information”) to the Agency;

WHEREAS, the Client desires to maintain the confidentiality of this Confidential Information to protect its business interests;

WHEREAS, the Agency acknowledges that it may receive such Confidential Information and agrees to protect it in accordance with the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

I. Definition of Confidential Information

1. Definition and Scope: Confidential Information refers to any data, documents, or materials—whether written, electronic, or verbal—provided by the Client to the Agency in connection with their professional relationship.

2. Types of Confidential Information: The Confidential Information may include intellectual property, trade secrets, software codes, design plans, or any other proprietary materials shared between the parties for the purposes of fulfilling the contractual obligations.

3. Exclusions from Confidential Information: The following will not be considered Confidential Information:

   • Information that is already in the public domain at the time of disclosure,

   • Information already known to the Agency through legitimate means, and

   • Information that the Agency is compelled to disclose by law or court order, provided the Client is given prompt notice.

II. Obligations of Confidentiality

1. Duty to Protect Confidentiality: The Agency agrees to maintain the confidentiality of all Confidential Information it receives from the Client and shall:

   • Use the Confidential Information solely for the purpose of providing services related to the business relationship with the Client;

   • Not disclose Confidential Information to any third party without the prior written consent of the Client;

   • Take reasonable steps to protect the confidentiality of the Confidential Information, at least equivalent to those it uses to protect its own confidential information.

2. Employees and Subcontractors: The Agency may disclose Confidential Information to its employees or subcontractors who need to know such information for the purposes of fulfilling their obligations under the business relationship, provided that:

   • These individuals are bound by confidentiality obligations that are no less stringent than those contained in this Agreement;

   • The Agency remains liable for any unauthorized disclosure or use of Confidential Information by such individuals.

III. Duration of Confidentiality

1. Effective Period: The obligations remain in place for the entire duration of the business relationship and continue for a specified period of five (5) years after the conclusion of the business relationship, or until otherwise agreed upon in writing.

2. Extension Clause: If the Confidential Information continues to hold proprietary or commercially sensitive value beyond the specified five (5) year period, the obligations of confidentiality may extend indefinitely.

3. Post-Termination Protection: After the termination or completion of this Agreement, the Agency must continue to safeguard any Confidential Information still in its possession. This obligation extends to destroying, deleting, or securely storing the information.

IV. Permitted Disclosures

1. Authorized Personnel: The Agency is permitted to share the Confidential Information only with employees, agents, or subcontractors who need access to fulfill their obligations under the Agreement. These individuals must be bound by similar confidentiality obligations.

2. Disclosure by Law: In the event the Agency is required to disclose Confidential Information by law, regulation, or court order, it must immediately notify the Client, unless prohibited by law. The Agency must also take reasonable steps to limit the scope of the disclosure and protect the Client’s interests as much as possible.

3. Third-Party Access: Any disclosure to a third party for a reason not covered by this Agreement must first be approved by the Client in writing. The Agency must also ensure that any third party receiving Confidential Information agrees to terms of confidentiality that are at least as protective as those contained in this Agreement.

V. No License

1. No Transfer of Ownership: This section explicitly states that the disclosure of Confidential Information under this Agreement does not grant the Agency any ownership rights, intellectual property rights, or a license to use the information beyond the scope of what is necessary for the business relationship. Any rights to patents, trademarks, copyrights, or other intellectual property associated with the Confidential Information remain solely with the Client.

2. Restricted Use: The Agency is only allowed to use the Confidential Information for the purposes agreed upon within the scope of the business arrangement. Any other use—whether commercial or otherwise—is strictly prohibited without prior written approval from the Client. This restriction is critical to ensure that sensitive information is not exploited for purposes that would harm the Client’s interests.

3. No Implied Rights: Even if the Agency has access to confidential materials for a long duration, there is no implied right to the use or dissemination of this information. The Client retains full control over the information and its usage, and the Agency cannot assume any rights to further utilize or distribute it, either during or after the termination of the business relationship.

VI. Governing Law

1. Jurisdiction and Venue: This section clarifies that the Agreement will be governed and construed according to the laws of the jurisdiction in which the Client's principal office is located, or as otherwise specified in the Agreement. For this NDA, the applicable law ensures both parties understand under which legal framework disputes or issues would be settled. It also defines the appropriate venue or court where any disputes related to this Agreement should be resolved.

2. Legal Precedents: By specifying a particular governing law, the parties agree that any legal interpretation or enforcement of the Agreement will follow the established legal precedents and regulations of that jurisdiction. This ensures consistency in how the law applies, providing a clear roadmap in case of any future disputes, claims, or misunderstandings.

3. Enforceability Across Jurisdictions: Even if the parties operate in different jurisdictions, this clause ensures that the laws of the selected jurisdiction take precedence. This avoids conflicts that might arise if different legal systems were involved and guarantees that one consistent legal standard will apply to the interpretation of this NDA, regardless of where the parties are based or conduct their business.

VII. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning confidentiality and supersedes all prior agreements, whether written or oral, with respect to the subject matter of this Agreement.

2. Amendments: This Agreement may not be amended or modified except by a written agreement signed by both parties.

3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

By signing below, both parties acknowledge that they have read, understood, and agree to the terms and conditions outlined in this Agreement.

Agency Signature:

[Your Name]

[Job Title]

[Your Company Name]

[Month Day, Year]

Client Signature:

[Client Name]

[Month Day, Year]

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