NON-DISCLOSURE AGREEMENT

  NON-DISCLOSURE AGREEMENT (NDA)

THIS NON-DISCLOSURE AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

      BETWEEN

  1. [Your Name or Company Name], with its principal place of business at [Your Address hereinafter referred to as the (“Disclosing Party”.)

   AND

  1. [Counterparty Name or Company Name or Individual Name], with an address at [Counterparty Address] hereinafter referred to as (“Receiving Party.”) Collectively referred to as the “Parties.”
  2. PURPOSE OF AGREEMENT:

The Parties wish to explore the possibility of collaborating on the development, design, prototype, marketing, and manufacturing of a product (“Product”).

  1. TERM:

4.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of [Duration], unless terminated earlier as provided herein.

  1. CONFIDENTIAL INFORMATION DEFINED:

5.1 “Confidential Information” refers to any non-public, proprietary, or confidential information, data, documents, specifications, designs, prototypes, business plans, marketing strategies, manufacturing processes, technical know-how, trade secrets, financial data, customer lists, supplier information, intellectual property, agreements, contracts, personal information, proposals, presentations, and any other information related to the Product, whether disclosed orally, in writing, electronically, or visually, by the Disclosing Party to the Receiving Party. Confidential Information includes information that is not generally known to the public and has value due to its secretive nature.

5.2 The Parties acknowledge and agree that Confidential Information may be transmitted in various forms, including but not limited to verbal discussions, written documents, electronic communications, drawings, prototypes, samples, or any other tangible or intangible form.

  1. EXCLUSIONS:

The obligations set forth in this Agreement shall not apply to Confidential Information that:

  1. Is already in the public domain at the time of disclosure or becomes publicly known without a breach of this Agreement.
  2. Is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality.
  3. Is independently developed by the Receiving Party without reference to the Confidential Information.
  4. d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to allow for protective measures.
  5. OBLIGATIONS OF THE RECEIVING PARTY:

The Receiving Party agrees to:

  1. Keep all Confidential Information received from the Disclosing Party in strict confidence and exercise the same degree of care as it would for its own confidential information.
  2. Not disclose, publish, distribute, share, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party.
  3. Use the Confidential Information solely for the purpose of evaluating the collaboration on the Product and refrain from using the Confidential Information for its own benefit or the benefit of third parties.
  4. d) Limit access to the Confidential Information to its employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations at least as stringent as those contained in this Agreement.
  5. OWNERSHIP:

8.1 Ownership of Confidential Information:

The Disclosing Party shall exclusively own all rights, title, and interest, including any and all intellectual property rights, in and to the Confidential Information disclosed under this Agreement. The Receiving Party acknowledges that the Confidential Information is the proprietary and valuable asset of the Disclosing Party.

8.2 No Transfer of Rights:

This Agreement does not grant the Receiving Party any rights, title, or interest in the Confidential Information, including but not limited to any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights associated with the Confidential Information.

8.3 No Implied Licenses:

The Receiving Party understands and agrees that the disclosure of the Confidential Information does not grant, by implication or otherwise, any license, right, or authority to use, modify, reproduce, distribute, display, create derivative works based on, or otherwise exploit the Confidential Information, except as expressly authorized in writing by the Disclosing Party.

8.4 Preservation of Rights:

Nothing in this Agreement shall be construed to limit or affect the Disclosing Party’s rights to develop, market, or use products, technologies, or services that may be competitive with or similar to the Product, even if such products, technologies, or services are developed independently or acquired from third parties.

8.5 Obligation to Protect Ownership:

The Receiving Party shall take all reasonable and necessary steps to safeguard the ownership and intellectual property rights of the Disclosing Party in the Confidential Information. This includes refraining from reverse engineering, decompiling, disassembling, or attempting to derive the source code or underlying ideas of the Confidential Information.

8.6 Return or Destruction:

Upon the termination or expiration of this Agreement, the Receiving Party shall, at the option of the Disclosing Party, promptly return all tangible materials embodying the Confidential Information, or destroy such materials and certify in writing to the Disclosing Party that such destruction has occurred.

  1. NON-DISPARAGEMENT CLAUSE:

9.1 The Receiving Party agrees that, during and after the term of this Agreement, it shall not make, publish, or communicate, either directly or indirectly, any disparaging remarks, comments, or statements, whether written or oral, about the Disclosing Party, its officers, employees, products, services, or business practices. This obligation applies to all forms of media, including but not limited to social media platforms, public statements, press releases, and online forums.

9.1 The Receiving Party understands and acknowledges that any violation of this non-disparagement clause may result in irreparable harm to the Disclosing Party, and the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

  1. REMEDIES:

10.1 Breach or Threatened Breach:

In the event of an actual or threatened breach of any provision of this Agreement by the Receiving Party, the Disclosing Party shall be entitled to pursue any and all remedies available at law, in equity, or under this Agreement, including but not limited to the following:

10.2 Injunctive Relief:

The Disclosing Party shall have the right to seek injunctive or equitable relief to prevent or restrain any actual or threatened breach of this Agreement. Such injunctive relief may be sought in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

10.3 Damages:

In addition to injunctive relief, the Disclosing Party shall be entitled to seek monetary damages resulting from any breach or violation of this Agreement. Such damages shall include, but are not limited to, actual damages, consequential damages, punitive damages, legal fees, and other costs incurred by the Disclosing Party as a direct result of the breach.

10.4 Specific Performance:

The Parties agree that monetary damages may not be an adequate remedy for a breach of this Agreement, and the Disclosing Party may seek specific performance, an equitable remedy, to ensure the Receiving Party’s compliance with the terms of this Agreement.

10.5 No Limitation of Remedies:

The remedies provided in this clause shall be in addition to, and not in limitation of, any other remedies available to the Disclosing Party under applicable law, including remedies for misappropriation of trade secrets or other intellectual property rights.

  1. DISPUTE RESOLUTION:

11.1 Mediation: In the event of any dispute arising under or in connection with this Agreement, the parties shall first attempt to resolve the dispute through mediation. Both parties shall share the costs of mediation equally.

11.2 Litigation: If mediation fails to result in a resolution, any unresolved dispute shall be submitted to litigation in accordance with the laws of the State of [insert state] with exclusive jurisdiction in the courts located in[insert State]. The prevailing party shall be entitled to recover reasonable attorney’s fees and costs incurred in connection with the litigation.

  1. TERMINATION:

12.1 Termination Notice:

Either Party may terminate this Agreement by providing written notice to the other Party. Termination shall be effective [Number of Days] days after receiving the notice.

12.2 Termination for Breach:

Either Party may immediately terminate this Agreement in writing if the other Party breaches a material provision. The non-breaching Party must notify the breaching Party of the breach, allowing [Number of Days] days to cure. If not cured within this period, the non-breaching Party may terminate the Agreement.

12.3 Effects of Termination:

Upon termination, the Receiving Party shall promptly return all Confidential Information or destroy it, per the Disclosing Party’s option. The obligations in Sections [Applicable Sections] shall survive termination.

  1. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction].

  1. ENTIRE AGREEMENT:

This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

  1. SEVERABILITY:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.

Signed by or on behalf of:

THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING

DISCLOSING PARTY                                  RECEIVING PARTY

NAME:                                                          NAME:

____________________________                ___________________________

SIGNATURE:                                                SIGNATURE:

____________________________                 ___________________________

DATE:                                                             DATE:

____________________________               ___________________________

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