Standard Non-Disclosure Agreement Outline

1. Title of Agreement

• Clearly state that the document is a Non-Disclosure Agreement.

2. Introduction

• Parties Involved: Identify the Disclosing Party and Receiving Party.

• Purpose: Define the reason for sharing confidential information between the parties.

3. Definition of Confidential Information

• What Constitutes Confidential Information: Specify the type of information considered confidential.

• Exclusions: Define what is not considered confidential (e.g., public information, already known information, etc.).

4. Obligations of Receiving Party

• Non-Disclosure: Outline the responsibility of the Receiving Party to keep the information confidential.

• Limited Use: Specify that the information is to be used only for the intended purpose.

• Protection: Require the Receiving Party to take reasonable measures to protect the information.

5. Duration of Confidentiality

• Term of Agreement: State the duration the agreement is effective.

• Confidentiality Period: Define how long the confidentiality obligations will last, even after the termination of the agreement.

6. Exceptions

• Legal Requirements: Describe exceptions where disclosure may be required by law or court order.

• Permission for Disclosure: Specify if and how written consent for disclosure can be obtained from the Disclosing Party.

7. Return or Destruction of Confidential Information

• Return or Destroy: Requirement for the Receiving Party to return or destroy confidential information once the purpose has been fulfilled or at the end of the agreement.

8. No License

• No Grant of Rights: Clarify that sharing confidential information does not transfer any intellectual property rights.

9. No Obligation to Enter into Further Agreements

• No Further Obligations: State that the NDA does not obligate the parties to enter into any additional agreements.

10. Governing Law

• Jurisdiction: Define the governing law and jurisdiction under which the NDA will be enforced.

11. Remedies for Breach

• Legal Remedies: Describe the potential consequences and remedies in case of a breach, including legal actions and financial compensation.

12. Miscellaneous Provisions

• Severability: Ensure that if any provision is found invalid, the remaining terms remain enforceable.

• Entire Agreement: State that the NDA represents the full understanding between the parties, superseding prior agreements.

• Amendments: Specify that any changes to the NDA must be made in writing and agreed to by both parties.

13. Signatures

• Acknowledgment: Space for signatures from both parties to confirm their agreement.

• Date of Execution: Include the date when the NDA is signed.

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