NONDISCLOSURE AGREEMENT
This Nondisclosure Agreement (the "Agreement") is entered into on ____________by
and between XXX, LLC with its principal offices at XXX,
Land XXX ("Disclosing Party") and _______________, located at
_______________ ("Receiving Party") for the purpose of preventing the unauthorized
disclosure of Confidential Information as defined below.
The parties agree to enter into a confidential relationship with respect to the disclosure
of certain proprietary and confidential information ("Confidential Information").
1. Definition of Confidential Information.
For purposes of this Agreement, "Confidential Information" shall include all information
or material that has or could have commercial value or other utility in the business in
which Disclosing Party is engaged including any trade secrets. If Confidential
Information is in written form, the Disclosing Party shall label or stamp the materials with
the word "Confidential" or some similar warning. If Confidential Information is
transmitted orally, the Disclosing Party shall promptly provide a writing indicating that
such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information.
The Receiving Party’s obligations under this Agreement do not extend to information
that is:
a. Publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of the Receiving Party;
b. Discovered or created by the Receiving Party before disclosure by Disclosing
Party;
c. Learned by the Receiving Party through legitimate means other than from the
Disclosing Party or Disclosing Party’s representatives; or
d. Is disclosed by Receiving Party with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party.
The Receiving Party shall hold and maintain the Confidential Information in strictest
confidence for the sole and exclusive benefit of the Disclosing Party.
The Receiving Party shall carefully restrict access to Confidential Information to
employees, contractors, and third parties as is reasonably required and shall require
those persons to sign nondisclosure restrictions at least as protective as those in this
Agreement.
The Receiving Party shall not, without prior written approval of Disclosing Party, use for
Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit
the use by others for their benefit or to the detriment of Disclosing Party, any
Confidential Information.
The Receiving Party shall return to the Disclosing Party any and all records, notes, and
other written, printed, or tangible materials in its possession pertaining to Confidential
Information immediately if Disclosing Party requests it in writing.
4. Time Periods.
The nondisclosure provisions of this Agreement shall survive the termination of this
Agreement and the Receiving Party’s duty to hold Confidential Information in confidence
shall remain in effect until the Confidential Information no longer qualifies as a trade
secret or until the Disclosing Party sends the Receiving Party a written notice releasing
the Receiving Party from this Agreement, whichever occurs first.
5. Relationships.
Nothing contained in this Agreement shall be deemed to constitute either party a
partner, joint venture or employee of the other party for any purpose.
6. Severability.
If a court finds any provision of this Agreement invalid or unenforceable, the same shall
be severed from this Agreement and the remainder of this Agreement shall continue in
full force and effect.
7. Entire Agreement.
This Agreement expresses the complete understanding of the parties with respect to the
subject matter and supersedes all prior proposals, agreements, representations, and
understandings.
8. Modifications.
This Agreement may not be amended except in a writing signed by both parties.
9. Waiver.
The failure to exercise any right provided in this Agreement shall not be deemed as a
waiver of prior or subsequent rights.
10. Binding Effect.
This Agreement and each party’s obligations shall be binding on the representatives,
assigns, and successors of such party.
Each party has signed this Agreement through its authorized representative.
Disclosing Party.
By: XXX (electronic signature)
Signature:
_________________________
Printed Name: XXX
Title: Owner/President
Dated:XXX
Receiving Party.
By: __________________________
Signature: ____________________
Printed Name: ________________
Title: _________________________
Dated: ________________________
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