September 1, 2023


    This non-disclosure agreement (the “agreement”) is entered into on the _ Day of _________,
    20____.(“Effective Date”), between __________________________ (the “Discloser”)
    and______________________________________________________________________(the “Recipient”).
    Discloser and Recipient may each be referred to as a “Party” or collectively as the “Parties” in this
    2.1. This agreement shall assure the protection and preservation of confidential information to be disclosed
    or made available by the Discloser (or their Representatives) to the Recipient (or its Representatives).
    2.2. The term “confidential information” means ALL information, whether it is stated to be confidential or
    not provided by the Discloser (or its Representatives) to the Recipient (or its Representatives), either orally
    or in writing. It also includes, but is not limited to:
    i. The clients, business plans, ideas, affairs, or operations of the Discloser or its Representatives;
    ii. Intellectual property legally belonging to the Discloser; and
    iii. All other information or material that is marked or identified as “confidential” or “proprietary” or that is
    otherwise disclosed under circumstances that would lead a reasonable person to understand that such
    information is confidential or proprietary.
    2.3. Confidential information also includes any analyses, compilations, studies, or other material or
    documents prepared by the Recipient Party which contain, reflect, or are based, in whole or in part, on the
    confidential information disclosed by the Discloser.
    3.1. The Recipient and their representatives may use the confidential information only for fulfilling their
    obligations under the contract with the Discloser and for no other purpose.
    3.2. The Recipient must use a reasonable degree of care to protect the confidential information and prevent
    unauthorized use or disclosure of the confidential information.
    3.3. The Recipient may share the confidential information with their representatives who need to know it in
    connection with their contract with the Discloser and only if they have agreed in writing to keep the
    information confidential on terms no less protective of the confidential information than the terms contained
    in this agreement.
    3.4. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for
    Receiving Party’s benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their
    benefit or to the detriment of the Disclosing Party, any confidential information.
    3.5. The Recipient shall promptly notify the Discloser of any unauthorized disclosure of the confidential
    information or any other breach of this agreement by such Party or, to such Party’s knowledge, or by its
    3.6. The Receiving Party shall return to the Disclosing Party materials in their possession pertaining to
    confidential information such as all records, notes, and other written, printed, or tangible materials
    immediately if the Disclosing Party requests it.
    Confidential information shall not include information or material that:
    a) Is publicly available or becomes publicly available through no action or fault of the Recipient party.
    b) Was already in the Recipient party’s possession or known to the Recipient party before being
    disclosed or provided to the Recipient party by or on behalf of the other Party, provided, that, the
    source of such information or material was not bound by a contractual, legal or fiduciary obligation
    of confidentiality to the non-disclosing Party or any other party with respect thereto.
    c) Is independently developed by the Recipient party without reference to the confidential information.
    d) Was known to the Recipient or its representatives free of restriction before receipt from the
    e) Recipient or its representatives may disclose confidential information when compelled to do so by a
    valid court order or other governmental body, provided Recipient provides prompt prior notice to
    Discloser if allowed.
  2. TERM
    The non-disclosure provisions of this agreement shall survive the termination of this Agreement and
    Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the
    Confidential Information no longer qualifies as confidential information or until Disclosing Party sends
    Receiving Party written notice releasing Receiving Party from this agreement, whichever occurs first.
    The Recipient acknowledges any breach or threatened breach of this agreement will result in irreparable
    harm to the Discloser for which damages would be an inadequate remedy. Therefore, the Discloser shall be
    entitled to equitable relief, including an injunction, in the event of such breach or threatened breach. Such
    equitable relief shall be in addition to the Discloser’s rights and remedies otherwise available at law which
    shall include but not be limited to attorney fees.
    7.1. This agreement is governed by the laws of California, without regard to its conflict of laws provisions.
    7.2. Parties agree to settle disputes under this Agreement through (select one)
    ☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
    a) If a court finds any provision of this agreement invalid or unenforceable, the remainder of this agreement
    shall be interpreted so as to best effect the intent of the Parties.
    b) This agreement expresses the complete understanding of the Parties with respect to the subject matter and
    supersedes all prior proposals, agreements, representations, and understandings. The Parties will exercise
    utmost good faith in this agreement.
    c) If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall
    issue any necessary clarification or instruction.
    d) Except where otherwise provided, failure by the Discloser to enforce any of these terms or conditions shall not
    be a waiver of their right to enforce them. No waiver by the Discloser of any breach of, or of compliance with,
    any condition or provision of this Agreement by the Recipient shall be considered a waiver of any other
    condition or provision or of the same condition or provision at another time.
    e) This agreement may not be amended, assigned, or transferred except in writing signed by both Parties.
    f) The article and section headings in this agreement are for convenience; they form in no part of this
    agreement and shall not affect its interpretation.
    g) Any reference to the singular includes the plural and vice versa, and the male gender includes the female
    gender and vice versa.
    h) Each Party signing this agreement either directly or through a representative is duly authorized and has the
    capacity to do so.

i) The Parties may execute this agreement in counterparts, which taken together will constitute one instrument.
Execution of a PDF copy will have the same force and effect as execution of an original, and an electronic
signature will be deemed an original and valid signature.
j) Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in
writing and shall be deemed to have been given at the time when actually received as a consequence of any
effective method of delivery at the following addresses (including email) or such changed address as the Party
shall have specified by written notice, provided that any notice of change of address shall be effective only
upon actual receipt.


By signing below, the Parties agree to be bound by the terms of this agreement as of the effective date above.
Signature: ___________________ Signature: ___________________
Print Name: __________________ Print Name: __________________
Title: _______________________ Title: _______________________

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