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 agreement.


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 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 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 representatives.

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:

  1. Is publicly available or becomes publicly available through no action or fault of the Recipient party.
  2. 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.
  3. Is independently developed by the Recipient party without reference to the confidential information.
  4. Was known to the Recipient or its representatives free of restriction before receipt from the Discloser.
  5. 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.
  1. 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.


7.1. This agreement is governed by the laws of the State of ___________________________.

7.2. Any dispute under this agreement shall be resolved by: (select one) 

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

  1. 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.
  2. 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.
  3. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.
  4. Except where otherwise provided, failure by either Party to enforce any of these terms or conditions shall not be a waiver of their right to enforce them.
  5. This agreement may not be amended, assigned, or transferred except in writing signed by both Parties.
  6. 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.
  7. Any reference to the singular includes the plural and vice versa, and the male gender includes the female gender and vice versa.
  8. Each Party signing this agreement either directly or through a representative is duly authorized and has the capacity to do so.
  9. 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. 
  10. Parties shall be served through their above-named addresses; either Party may change their addressees by reasonable written notice given to the other Party;



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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