Free Professional NDA Template
Professional NDA
I. Introduction
This Non-Disclosure Agreement ("Agreement") is entered into as of the 1st day of January, 2050 by and between [Your Company Name], a corporation duly organized and existing under the laws of Washington, with its principal office located at [Your Company Address] ("Disclosing Party"), and Sigmund Corwin, an individual residing at Seattle, WA 98101 ("Receiving Party").
II. Purpose
The purpose of this Agreement is to protect the confidential and proprietary information shared between the Disclosing Party and the Receiving Party during the course of their business relationship. The Receiving Party agrees to maintain the confidentiality of all information disclosed by the Disclosing Party, which may include, but is not limited to, business plans, strategies, intellectual property, technical data, and other proprietary materials.
III. Confidential Information
For the purpose of this Agreement, "Confidential Information" shall include any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
IV. Obligations of the Receiving Party
1. Confidentiality
The Receiving Party agrees to:
-
Maintain the confidentiality of all Confidential Information provided by the Disclosing Party.
-
Not disclose or distribute any Confidential Information to any third party without the prior written consent of the Disclosing Party.
-
Use the Confidential Information solely for the purpose of evaluating or engaging in a business relationship with the Disclosing Party.
2. Protection of Confidential Information
The Receiving Party shall take all reasonable measures to prevent any unauthorized use or disclosure of the Confidential Information, and shall not use the information for any purpose other than as expressly authorized by the Disclosing Party.
V. Exclusions from Confidential Information
The obligations of confidentiality shall not apply to information that:
-
Is or becomes publicly available through no fault of 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 who did not acquire or disclose such information in violation of any confidentiality obligation.
-
Is independently developed by the Receiving Party without reference to or reliance on the Confidential Information.
VI. Duration of Confidentiality Obligations
The confidentiality obligations set forth in this Agreement shall remain in effect for a period of five (5) years from the date of disclosure of the Confidential Information, unless otherwise agreed to in writing by both parties.
VII. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles.
VIII. Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties agree to attempt to resolve the matter through negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the matter to binding arbitration under the rules of the American Arbitration Association.
IX. Miscellaneous
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter of this Agreement.
2. Amendments
No amendment or modification of this Agreement shall be effective unless made in writing and executed by both parties.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
X. Signatories
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first written above.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Operating Officer
Email: [Your Company Email]
For the Receiving Party:
Sigmund Corwin
Name: Sigmund Corwin
Email: sigmund@you.mail
If you have any questions regarding this agreement or need to discuss further, please reach out to [Your Name] at [Your Email] or contact [Your Company Name] directly via email at [Your Company Email].
