NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to the “NDA”) is made and entered into on this __________ day of _____________ 20__ (hereinafter “Effective date”) by and between XXX, LLC having its principal place of business at XXX  and ______________ whose principal mailing address is ­­­­­­­­­­­­_________________________ (hereinafter referred to as the “Second Party”).

The parties herein have a shared interest in engaging in discussions wherein either party might share information with the other party, that the disclosing party considers to be proprietary information and confidential (hereinafter referred to as “Confidential Information”); and

WHEREAS the Parties agree that the Confidential Information of a Party might include, but not be limited to that Party’s:

1. Business plans, methods, and practices;
2. Personnel, customers, and suppliers;

• Inventions, processes, methods, products, patent applications, and other proprietary rights; or

1. Specifications, drawings, sketches, models, samples, tools, computer programs, technical information, recipes, formulations, or other related information

NOW, THEREFORE, the parties agree as follows; –

1. Either party may disclose information that they deem Confidential Information to the other party provided that the disclosing party shall ensure that they inform the receiving party that the information is proprietary and Confidential by either marking it and/or notifying the receiving party via email or written correspondence before disclosing the same orally.
2. The recipient of the Confidential Information from the disclosing party shall refrain and shall not disclose the Confidential Information to any other Third Party without the prior written consent from the disclosing party and shall protect the Confidential Information from being leaked and/or disclosed to unauthorized personnel other than the authorized employees, officers, directors or agents who have been informed of the Confidential nature of the information received, using the same care, attention and diligence that the recipient uses to protect its own Confidential Information.
3. The Recipient of Confidential Information disclosed under this Agreement shall promptly notify the disclosing Party of any disclosure of the Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.
4. All Confidential Information disclosed by either party under this Agreement shall be and remain the property of the disclosing Party. The terms of this Agreement shall be not be construed as the disclosing party granting or conferring any rights to their Confidential Information to the other Party.
5. The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies and notes of the Confidential Information disclosed under this Agreement.
6. The Parties herein agree that the disclosing Party shall suffer irreparable damage if its Confidential Information is made public, released to a third party, or otherwise disclosed in breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief against the threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.
7. Parties are free and have the right to develop independently or acquire products without the use of the other Party’s Confidential Information. The parties herein agree that the knowledge and/or Confidential Information shared pursuant to this Agreement shall not be used to develop similar products, concepts, systems, or techniques that are similar to or compete with the products, concepts, systems, or techniques contemplated by or embodied in this Agreement at least for a period of two (2) year.
8. Parties agree that the following information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold it in confidence:
9. Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party; or
10. Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents; or

• Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder; or

1. Is approved for release (and only to the extent so approved) by the disclosing Party; or
2. Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.
3. This Agreement shall not be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.
4. The parties agree that they shall not make any public announcement of or otherwise disclose the existence or the terms of this Agreement, without the prior approval of the other Party.
5. This Agreement contains the Entire Agreement and Terms between the Parties andin no way creates an obligation for either Party to disclose information to another Party.
6. This Agreement shall remain in effect for a period of two (2) years from the Effective Date unless otherwise terminated by either Party by giving a 14 days’ written notice to the other party of its desire/intention to terminate this Agreement.
7. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

IN WITNESS WHEREOF; –

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