Attorney Non-Disclosure Agreement

This Attorney Non-Disclosure Agreement ("Agreement") is entered into as of [Date], by and between:

[Your Company Name]
[Your Company Address]
[Your Company Number]
[Your Company Email]

(the "Disclosing Party" or "Attorney") and

[Client Name]
[Client's Address]
[Client's Phone Number]
[Client's Email]

(the "Receiving Party" or "Client").

WHEREAS, the Attorney intends to disclose certain confidential and proprietary information ("Confidential Information") to the Client for the purpose of providing legal advice or services related to the negotiation and drafting of a commercial lease agreement; and

WHEREAS, the Client agrees to maintain the confidentiality of the information disclosed in accordance with the terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes but is not limited to:

1.1 Business plans, strategies, financial data, contracts, intellectual property, and all other proprietary or confidential data or materials disclosed by the Attorney.

1.2 Any information related to the negotiation and drafting of a commercial lease agreement, including but not limited to, case documents, legal opinions, advice, strategies, and communication, whether written, oral, or electronic, disclosed to the Client during the term of this Agreement.

1.3 Any other information designated as confidential by the Attorney or its representatives at the time of disclosure.

1.4 All materials, documents, and data exchanged between the Attorney and the Client, which may include confidential client information, witness statements, or evidence related to the negotiation and drafting of a commercial lease agreement.

2. Obligations of the Client

The Client agrees to:

2.1 Keep the Confidential Information strictly confidential and take all reasonable measures to protect its secrecy, including not disclosing it to third parties without prior written consent from the Attorney. The Client shall not allow anyone else to access the Confidential Information without prior written authorization from the Attorney.

2.2 Use the Confidential Information solely for the purpose of receiving legal services related to the negotiation and drafting of a commercial lease agreement, and not for any other personal or commercial purpose.

2.3 Not copy, reproduce, or otherwise use the Confidential Information for any purpose other than that expressly authorized by the Attorney, without the Attorney's express written consent.

2.4 Take reasonable precautions to prevent unauthorized access to or disclosure of Confidential Information, including implementing and maintaining safeguards within its organization or practices.

2.5 Notify the Attorney promptly of any unauthorized disclosure, use, or access to the Confidential Information and take all necessary steps to mitigate any harm that may arise from such incidents.

3. Exceptions

The obligations under this Agreement shall not apply to Confidential Information that:

3.1 Was already known to the Client at the time of disclosure, without any obligation of confidentiality.

3.2 Becomes public knowledge through no fault of the Client, including publication or dissemination through authorized means by the Attorney.

3.3 Is disclosed with the prior written consent of the Attorney, which may be granted at the Attorney's sole discretion.

3.4 Is required to be disclosed by law, regulation, or court order, provided that the Client notifies the Attorney promptly and cooperates in seeking a protective order or other remedy to prevent or limit the disclosure.

4. Term of Agreement

This Agreement shall remain in effect until the Confidential Information no longer qualifies as confidential under the provisions of this Agreement or until terminated by either party with thirty (30) days' written notice. Notwithstanding termination, the confidentiality obligations shall remain in effect for a period of [5] years after the termination date. The Client agrees that the termination of this Agreement shall not affect any obligations or duties with respect to Confidential Information disclosed during the term of this Agreement.

5. Return or Destruction of Confidential Information

Upon termination of this Agreement, or upon the Attorney's request, the Client agrees to return all Confidential Information to the Attorney or destroy it, and certify in writing that all Confidential Information has been returned or destroyed. The Client further agrees to return any copies, summaries, or notes containing any Confidential Information created during the term of this Agreement. If Confidential Information is destroyed, the Client shall provide the Attorney with a certification of destruction signed by an authorized representative of the Client.

6. No License

Nothing in this Agreement grants the Client any rights in or to the Confidential Information, except for the limited right to use such information for the specific purpose set forth in this Agreement. The Attorney retains all intellectual property rights, ownership, and title to the Confidential Information, and the Client does not acquire any rights in or to the Confidential Information, including any rights to patents, copyrights, or trademarks.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Attorney, its officers, directors, employees, and agents from any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to any unauthorized disclosure or use of Confidential Information by the Client, or breach of this Agreement by the Client.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to its conflict of law principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts in [State], and the parties hereby consent to the personal jurisdiction and venue of such courts.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements or understandings. No amendment or modification of this Agreement shall be effective unless made in writing and executed by both parties.

10. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to reflect the original intent of the parties as closely as possible.

11. Execution

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. Execution of this Agreement may be done by facsimile or electronic signature, which shall be deemed to be as valid as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

[Your Company Name]
Name: [Your Name]
Title:                               
Date:                               

Client
Name: [Client's Name]
Title:                               
Date:                               

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