NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into on this [INSERT DATE], (the “Effective Date”) between [INSERT YOUR REAL ESTATE FIRM’S NAME], a real estate company organized and existing under the laws of Washington State, with its principal place of business located at [INSERT YOUR REAL ESTATE FIRM’S ADDRESS], (hereinafter the “Disclosing Party”),  and [INSERT RECEIVING PARTY’S NAME] an individual residing at [INSERT RECEIVING PARTY’S ADDRESS] (hereinafter the “Receiving Party”), also individually referred to as a “Party” and collectively referred to as the “Parties”.

  1. PURPOSE

The Parties recognize that during the course of their relationship, confidential and proprietary information may be disclosed between them. This Agreement aims to protect such information and maintain its confidentiality.

  1. CONFIDENTIAL INFORMATION

 

  1. For purposes of this Agreement, “Confidential Information” includes any information, whether oral, written, or in any other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, that is designated as confidential or reasonably understood to be confidential due to its nature and the circumstances surrounding its disclosure.
  1. Confidential Information may include, but is not limited to, the following:
  • Marketing and sales plans;
  • Client lists and customer data;
  • Operational procedures and practices;
  • Business plans, strategies, and financial information;
  • Trade secrets, know-how, and proprietary processes; and
  • Any other information that is identified as confidential at the time of disclosure.
  • NON-DISCLOSURE OBLIGATIONS

 

  1. Receiving Party’s Obligations:

The Receiving Party agrees to:

  1. Maintain the confidentiality of the Disclosing Party’s Confidential Information and not disclose it to any third party without prior written consent from the Disclosing Party.
  1. Use the Confidential Information solely for the purpose of fulfilling their responsibilities as the Receiving Party of the Disclosing Party.
  • Take all reasonable measures to prevent unauthorized access, use, or disclosure of the Confidential Information by employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
  1. Without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
  1. EXCEPTIONS

The Receiving Party’s obligations under this Agreement do not extend to information that:

  1. Is already in the public domain at the time of disclosure or subsequently becomes publicly available through no fault of the Receiving Party;
  1. Was already known to the Receiving Party at the time of disclosure, as evidenced by written records;
  • Is lawfully obtained from a third party without any obligation of confidentiality; and
  1. Is required to be disclosed by law, regulation, or court order. In such cases, the Receiving Party shall promptly notify the Disclosing Party to enable the Disclosing Party to seek a protective order or take other appropriate measures to maintain the confidentiality of the information.
  1. OWNERSHIP AND RETURN OF INFORMATION

 

  1. All Confidential Information remains the property of the Disclosing Party.
  1. Upon request or termination of the business relationship between the Parties, the Receiving Party shall promptly return or destroy all Confidential Information, including any copies, in their possession, custody, or control.
  1. TIME PERIODS

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as such or until the Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement, whichever occurs first.

  • GOVERNING LAW AND JURISDICTION

 

  1. This Agreement shall be governed by and construed in accordance with the laws of Washington State.
  1. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Washington State.
  • ENTIRE AGREEMENT AND AMENDMENTS

 

  1. This Agreement constitutes the entire understanding between the Parties concerning the subject matter herein and supersedes all prior agreements, whether oral or written.
  1. No modification or amendment to this Agreement shall be valid unless made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.

[Your Real Estate’s Name]

By: ________________________

Name: ______________________

Title: _______________________

[Receiving Party’s Name]

By: ________________________

Name: ______________________

Date: ________________________

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