1. EFFECTIVE DATE AND PARTIES
This non-disclosure agreement (the “agreement”) is entered into on the ______ Day of ________________,
20____.(“Effective Date”), between ______________________________________ (the “Discloser”)
Discloser and Recipient may each be referred to as a “Party” or collectively as the “Parties” in this
2. CONFIDENTIAL INFORMATION
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. OBLIGATION OF THE RECEIVING PARTY
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.
4. EXCLUSION FROM CONFIDENTIALITY TREATMENT
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.
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. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. This agreement is governed by the laws of _________________state without regard to its conflict of
7.2. Any dispute under this agreement shall be resolved 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 duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day
after the date postmarked, or
(iii) sent by email.
at the following addresses 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. Any notice delivered by email
shall request a receipt thereof confirmed by email or in writing by the recipient, and the effective date of such
notice shall be the date of receipt, provided such receipt has been confirmed by the recipient.
By signing below, the Parties agree to be bound by the terms of this agreement as of the effective date
Signature: _______________________________ Signature: _______________________________
Print Name: ______________________________ Print Name: ______________________________
Title: ___________________________________ Title: ___________________________________
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