Financial Advisor Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is made as of [Month Day, Year], by and between:
[Your Company Name], a company incorporated under the laws of the State of [State], with a principal place of business located at [Your Company Address] ("Disclosing Party"),
and
[Client Name], an individual/company with a principal place of business at [Client Address] ("Receiving Party").
RECITALS
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information") related to its financial advisory services, business strategies, financial plans, and other sensitive materials;
WHEREAS, the Receiving Party is interested in receiving the Confidential Information for the purpose of evaluating potential business opportunities (the "Purpose");
NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties agree as follows:
1. Definition of Confidential Information
1.1 Confidential Information shall mean any data or information that is proprietary to the Disclosing Party and not generally known to the public, including but not limited to:
Financial reports and analyses;
Investment strategies and financial planning documents;
Client lists and information;
Marketing strategies;
Technical processes;
Business plans;
Any other information disclosed by the Disclosing Party in writing, orally, or by inspection that is identified as confidential or proprietary at the time of disclosure.
1.2 Confidential Information does not include information that:
Is or becomes publicly known through no breach of this Agreement by the Receiving Party;
Was known to the Receiving Party before disclosure by the Disclosing Party;
Is disclosed to the Receiving Party by a third party without breach of any obligation of confidentiality;
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
2. Obligations of the Receiving Party
2.1 The Receiving Party agrees to:
Use the Confidential Information solely for the Purpose.
Maintain the confidentiality of the Confidential Information with the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care.
Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
Ensure that its employees, agents, or contractors who have access to the Confidential Information are bound by confidentiality obligations at least as restrictive as those in this Agreement.
2.2 The Receiving Party shall promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.
3. Term
3.1 This Agreement shall commence on the date first above written and shall continue in effect for a period of [five (5)] years, unless earlier terminated by either party with thirty (30) days written notice to the other party.
4. Return of Confidential Information
4.1 Upon termination of this Agreement or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials embodying Confidential Information, including all copies thereof, and provide a written certification of such return or destruction to the Disclosing Party.
5. No License
5.1 Nothing in this Agreement shall be construed as granting any rights to the Receiving Party, by license or otherwise, in or to any Confidential Information disclosed under this Agreement, except as expressly set forth herein.
6. Governing Law
6.1 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.
7. Miscellaneous
7.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations, whether written or oral.
7.2 Amendments: This Agreement may not be amended or modified except in writing signed by both parties.
7.3 Waiver: The failure of either party to enforce any rights under this Agreement shall not be construed as a waiver of such rights or any other rights under this Agreement.
7.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
7.5 Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
7.6 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.
8. No Partnership
8.1 Nothing in this Agreement shall be construed to create any partnership, joint venture, or agency relationship between the parties. Each party is an independent contractor and shall not have any authority to act on behalf of the other party.
9. Remedies
9.1 The Receiving Party acknowledges that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the Disclosing Party, and that monetary damages may not be a sufficient remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to prevent any unauthorized use or disclosure of Confidential Information.
10. Acknowledgment
10.1 The Receiving Party acknowledges that it has read this Agreement, understands its terms, and agrees to be bound by its provisions.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
[Your Company Name]
By:
[Your Name]
[Your Title]
[Month Day, Year]
[Client Name]
By:
[Full Name]
[Title]
[Month Day, Year]
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