Free NDA for Mergers and Acquisitions Template
NDA for Mergers and Acquisitions
This Non-Disclosure Agreement ("Agreement") is entered into as of January 1, 2050, by and between [Your Company Name], a corporation duly organized and existing under the laws of North Carolina, with its principal office located at [Your Company Address] ("Disclosing Party"), and ThinkLight, a company located at Raleigh, NC 27601, represented by Garfield Williams ("Receiving Party").
This Agreement is executed to govern the exchange of confidential information between the parties in the context of evaluating a potential merger or acquisition.
I. Definition of Confidential Information
"Confidential Information" refers to all information disclosed by the Disclosing Party to the Receiving Party in any form, whether written, verbal, or electronic, that is identified as confidential or proprietary at the time of disclosure. Confidential Information includes, but is not limited to:
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Business plans, projections, and strategic goals
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Financial statements, tax returns, and accounting information
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Customer and supplier lists, market research, and sales strategies
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Intellectual property, patents, trademarks, and trade secrets
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Any other information related to the merger or acquisition process or that could be deemed proprietary to the Disclosing Party.
Confidential Information does not include information that:
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Becomes public without a breach of this Agreement
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Was lawfully known to the Receiving Party prior to disclosure
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Is obtained independently by the Receiving Party without reference to the Confidential Information
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Is disclosed by the Receiving Party with the prior written consent of the Disclosing Party
II. Obligations of the Receiving Party
1. Non-Disclosure
The Receiving Party agrees to:
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Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party.
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Use the Confidential Information exclusively for the purpose of evaluating the potential merger or acquisition.
2. Care and Protection
The Receiving Party agrees to take all reasonable precautions to safeguard the Confidential Information, including but not limited to, maintaining physical, electronic, and procedural safeguards against unauthorized access, use, or disclosure.
III. Term of Confidentiality
The confidentiality obligations shall remain in effect for five (5) years from the date of disclosure of the Confidential Information or until such time as the Confidential Information no longer qualifies as confidential, whichever occurs first.
IV. Return of Confidential Information
Upon the conclusion of the merger or acquisition discussions, or upon the request of the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information, including any copies, notes, or documents that incorporate or reference such Confidential Information, in any form.
V. No Rights or License
This Agreement does not grant the Receiving Party any rights, title, or interest in the Confidential Information. The Disclosing Party retains all intellectual property rights in the Confidential Information. Nothing in this Agreement shall be construed as granting the Receiving Party any rights to use the Confidential Information for any purpose other than for the purpose of evaluating the merger or acquisition.
VI. Legal Disclosure Requirements
If the Receiving Party is required by law or court order to disclose any Confidential Information, the Receiving Party agrees to:
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Promptly notify the Disclosing Party in writing to allow the Disclosing Party an opportunity to seek protective measures
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Cooperate fully with the Disclosing Party to limit the disclosure to the minimum required by law.
VII. Breach of Agreement
The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information could cause irreparable harm to the Disclosing Party. In the event of a breach, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available under the law, including damages.
VIII. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws provisions. Any disputes arising out of or relating to this Agreement shall be resolved through mediation or arbitration in North Carolina.
IX. Miscellaneous Provisions
1. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements or communications between the parties related to the same subject matter.
2. Amendment
Any modification or amendment to this Agreement must be in writing and signed by both parties to be effective.
3. Severability
If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.
X. Execution of Agreement
Both parties affirm their understanding and acceptance of the terms and conditions of this Non-Disclosure Agreement by executing below.
For the Disclosing Party:
Name: [Your Name]
Title: Chief Executive Officer
For the Receiving Party:
Name: Garfield Williams
Title: Chief Executive Officer
