NON-DISCLOSURE AGREEMENT (NDA)

NON-DISCLOSURE AGREEMENT (NDA)

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

     BETWEEN

  1. XXX, a XXX corporation, with its principal place of business at XXX (hereinafter referred to as the “Disclosing Party”), represented by its Co-Founder & CEO, XXX,

AND

  1. [Individual/Business Name], with its principal place of business at [Address] (hereinafter referred to as the “Receiving Party”).

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information, including but not limited to trade secrets, copyrights, trademarks, and other intellectual property rights, related to its business operations, products, and services, and

WHEREAS, the Receiving Party acknowledges that such information is of a confidential and proprietary nature and agrees to keep it strictly confidential and to refrain from using it for their own purposes,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

  1. NON-DISCLOSURE OBLIGATIONS:

The Receiving Party agrees to hold all confidential information received from the Disclosing Party in strict confidence and not to disclose or reveal it to any third party without the prior written consent of the Disclosing Party.

The Receiving Party shall not use the confidential information for their own benefit or the benefit of any other individual, business entity, or organization, except for the purposes explicitly authorized by the Disclosing Party.

The Receiving Party shall take all reasonable measures and precautions to protect the confidentiality and secrecy of the information, including implementing appropriate safeguards to prevent unauthorized access or disclosure.

  1. EXCLUSIONS:

The obligations of confidentiality set forth in this Agreement shall not apply to information that:

  1. a) Was already known to the Receiving Party prior to its disclosure by the Disclosing Party.
  2. b) Becomes publicly known through no fault of the Receiving Party.
  3. c) Is rightfully obtained by the Receiving Party from a third party without any obligation of confidentiality.
  4. d) Is independently developed by the Receiving Party without reference to the Disclosing Party’s confidential information.
  5. TERM AND TERMINATION:

This Agreement shall remain in effect for a period of [specify term], unless otherwise terminated by written agreement between the parties.

Notwithstanding the expiration or termination of this Agreement, the obligations of confidentiality and non-use shall survive and continue to be binding on the Receiving Party with respect to the confidential information received during the term of this Agreement.

  1. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION:

Upon the written request of the Disclosing Party or upon the termination of this Agreement, whichever occurs earlier, the Receiving Party shall promptly return or destroy all Confidential Information received, including any copies or reproductions thereof, and provide written certification of such return or destruction.

Notwithstanding the above, the Receiving Party may retain one archival copy of the Confidential Information solely for the purpose of ensuring compliance with its obligations under this Agreement.

  1. REMEDIES:

The parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party, and therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce the provisions of this Agreement.

The prevailing party in any legal action or proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such action or proceeding.

  1. NON-SOLICITATION:

The Receiving Party agrees that, during the term of this Agreement and for a period of [specify duration] following its termination, they shall not, directly or indirectly, solicit, recruit, or hire any employees, contractors, or agents of the Disclosing Party without the prior written consent of the Disclosing Party.

  1. NON-COMPETITION:

The Receiving Party agrees that, during the term of this Agreement and for a period of [specify duration] following its termination, they shall not, directly or indirectly, engage in any business activities or provide products or services that compete with the business operations of the Disclosing Party within the geographic area of Atlanta Georgia.

  1. GOVERNING LAW AND JURISDICTION:

This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located within the state of Georgia.

  1. INTELLECTUAL PROPERTY RIGHTS:

The Receiving Party acknowledges that all copyrights, trademarks, trade secrets, and other intellectual property rights related to the confidential information disclosed by the Disclosing Party shall remain the exclusive property of the Disclosing Party.

The Receiving Party shall not acquire any rights, title, or interest in the intellectual property of the Disclosing Party as a result of the disclosure of confidential information under this Agreement.

  1. DISPUTE RESOLUTION:

Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in Atlanta, Georgia.

  1. ENTIRE AGREEMENT

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

  1. AMENDMENTS:

No amendment or modification of this Agreement shall be valid or binding unless it is in writing and signed by both parties hereto.

  1. COUNTERPARTS:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the effective date first above written.

SIGNED by the parties:                                            )

…………………………….                                                  ) _________________

(XXX., – DISCLOSING PARTY)                     Signature

Date: ……………………….

AND

………………………………..                                              )_________________

(INDIVIDUAL/BUSINESS NAME -RECEIVING PARTY)          Signature

Date: ……………………….

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