This Non-Disclosure Agreement (“this Agreement”) is entered into by and
between__________________ [COMPANY] of address [ADDRESS], (“the Company“) and
______ [OTHER PARTY], of address [ADDRESS] (“the Recipient“) for the
purpose of preventing the unauthorized disclosure of Confidential Information as defined below.
WHEREAS, the parties to this Agreement agree to enter a confidential relationship with respect
to the disclosure of certain proprietary and confidential information (“the Confidential
Information”); and
WHEREAS, in connection with the Permitted Purpose, the Recipient will receive the
Confidential Information;
IN CONSIDERATION OF and as a condition of the Company providing the Confidential
Information to the Recipient in addition to other valuable consideration, the receipt and
sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree
as follows:

    1.1 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 of
    the Company regardless of whether it was provided before or after the date of this Agreement or
    how it was provided to the Recipient.
    2.1. The Recipient shall hold and maintain the Confidential Information in strictest
    confidence for the sole and exclusive benefit of the Company.
    2.2. At all times, the Recipient SHALL NOT use or deal with the Confidential Information
    in any of the Recipient’s business.
    2.3. The Recipient shall carefully restrict access to Confidential Information to employees,
    contractors and third parties as is reasonably required and shall require those persons to sign
    Non-Disclosure restrictions at least as protective as those in this Agreement.
    2.4. The Recipient SHALL NOT, without the prior written approval of the Company, use
    for the Recipient’s own benefit, publish, copy, or otherwise disclose to others, or permit the use
    by others for their benefit or to the detriment of the Company, any Confidential Information.

2.5. The Recipient shall return to the Company any and all records, notes, and other written,
printed, or tangible materials in its possession pertaining to the Confidential Information
immediately if the Company requests it in writing.

    3.1. Nothing contained in this Agreement will grant to or create in the Recipient, either
    expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the
    4.1. Nothing contained in this Agreement shall be deemed to constitute either party to this
    Agreement, a partner, joint venturer or employee of the other party for any purpose.
  3. TERM
    5.1. The Non-Disclosure provisions of this Agreement shall survive the termination of this
    5.2. The Recipient’s duty to hold the Confidential Information in confidence shall remain in
    effect until the Confidential Information no longer qualifies as a trade secret or until the
    Company sends the Recipient a written notice releasing the Recipient from this Agreement,
    whichever occurs first.
    6.1. The Recipient agrees and acknowledges that the Confidential Information is of a
    proprietary and confidential nature and that any disclosure of the Confidential Information to a
    third party in breach of this Agreement would cause irreparable injury to the Company.
    6.2. The Recipient agrees that the Company is entitled to, in addition to all other rights and
    remedies available to them at law or in equity, an injunction restraining the Recipient, any of its
    personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in
    any act restricted by this Agreement in relation to the Confidential Information.
    7.1. In the event that the Recipient is required in a civil, criminal or regulatory proceeding
    to disclose any part of the Confidential Information, the Recipient will give to the Company
    prompt written notice of such request so the Company may seek an appropriate remedy or
    alternatively to waive the Recipient’s compliance with the provisions of this Agreement in
    regards to the request.

7.2. If the Recipient loses or makes unauthorized disclosure of any of the Confidential
Information, the Recipient will immediately notify the Company and take all reasonable steps
necessary to retrieve the lost or improperly disclosed Confidential Information.

    8.1. The headings contained in this Agreement are for convenience of reference only and
    shall not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the
    terms or provisions hereof.
    9.1. If a court finds any provision of this Agreement invalid or unenforceable, the remainder
    of this Agreement shall be interpreted to best effect the intent of the parties.
    10.1. This Agreement expresses the complete understanding of the parties to this Agreement
    with respect to the subject matter and supersedes all prior proposals, agreements, representations,
    and understandings.
    10.2. This Agreement may not be amended except in a writing signed by both parties.
    11.1. The failure to exercise any right provided in this Agreement shall not be a waiver of
    prior or subsequent rights.
    12.1. Except as otherwise specifically agreed in writing by the Recipient and the Company,
    any dispute relating to any rights and or obligations arising in this Agreement which is not
    resolved by the parties through arbitration shall be adjudicated by any court of competent
  6. APPLICABLE LAW This Agreement and its interpretation shall be governed by the
    laws of Maryland.
    IN WITNESS WHEREOF, both parties agree to these terms and give their consent and
    authority to this agreement below.

Recipient’s Signature Date

Company Rep’s Official Signature Date

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