Free Non-Disclosure Agreement for Small Business Template
Non-Disclosure Agreement for Small Business
This Non-Disclosure Agreement ("Agreement") is entered into on 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 at [Your Company Address] ("Disclosing Party"), and GoWorld, a company with principal offices located at San Francisco, CA 94102 ("Receiving Party"), represented by Johann Harvey, its authorized representative, with the email address johann@you.mail.
Both parties agree to the following terms and conditions to protect the confidential and proprietary information that may be disclosed during the course of their business relationship:
I. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" refers to any and all information, whether written, verbal, or in any other form, provided by the Disclosing Party to the Receiving Party, including but not limited to:
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Business strategies, plans, and projections
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Financial information, including revenue, expenses, and forecasts
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Marketing strategies, client lists, and proprietary data
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Any intellectual property such as patents, designs, and inventions
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Any other information designated by the Disclosing Party as confidential
Confidential Information does not include information that:
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Is already known to the Receiving Party without obligation of confidentiality
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Is disclosed to the public by lawful means
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Independently developed by the Receiving Party without using the Disclosing Party's information.
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Is received from a third party without breach of any confidentiality obligations
II. Obligations of the Receiving Party
1. Duty of Confidentiality
The Receiving Party agrees to:
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Keep all Confidential Information disclosed by the Disclosing Party confidential and secure.
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Not disclose or use the Confidential Information for any purpose other than evaluating or engaging in a business relationship with the Disclosing Party.
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Only share Confidential Information with its employees or agents who are bound by similar confidentiality obligations, and only to the extent necessary for business purposes.
2. Security Measures
The Receiving Party agrees to implement reasonable security measures to protect the Confidential Information from unauthorized access, use, or disclosure. This includes ensuring that any electronic or physical copies of Confidential Information are stored securely.
III. Use of Confidential Information
The Receiving Party agrees that it will not use the Confidential Information for any purposes outside the scope of the business relationship with the Disclosing Party. The Receiving Party shall not make copies or reproductions of the Confidential Information without prior written consent from the Disclosing Party.
IV. Exclusions from Confidential Information
The confidentiality obligations shall not apply to any information that:
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Was publicly available at the time of disclosure, or becomes publicly available through no fault of the Receiving Party.
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Is lawfully received from a third party without obligation of confidentiality.
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Is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for protective measures.
V. Duration of Confidentiality
The obligations of confidentiality set forth in this Agreement shall continue for a period of five (5) years from the date of disclosure of the Confidential Information, or until the Confidential Information no longer qualifies as confidential, whichever occurs first.
VI. Return or Destruction of Confidential Information
Upon the termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall return or destroy all copies of the Confidential Information in its possession or control. The Receiving Party will certify in writing that all such information has been returned or destroyed.
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 arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute amicably through negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit to mediation or binding arbitration in accordance with the rules of the American Arbitration Association.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior written or oral agreements regarding the same.
2. Amendments
This Agreement may only be amended or modified in writing, signed by both parties.
3. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in 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 Executive Officer
For the Receiving Party:
Name: Johann Harvey
Title: Authorized Representative
For any questions, please contact [Your Name] at [Your Email] or reach out to GoWorld via email at inquire@goworld.mail.
