This Non-Disclosure Agreement (the “Agreement”) is entered into by and between _______________, with its principal offices at _______________, (“Disclosing Party”) and _______________, located at _______________, (“Receiving Party”) collectively referred to as the “Parties” for the purpose of preventing the unauthorised disclosure of Confidential Information as defined below. The Parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information (“Confidential Information”).
- Definition of Confidential Information: For the 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 in which Disclosing Party is engaged.
- Exclusions from Confidential Information: Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
- Obligations of Receiving Party: Receiving Party shall hold and maintain the Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to 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.
- 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 a trade secret or until Disclosing Party sends the Receiving Party written notice releasing the Receiving Party from this Agreement, whichever occurs first.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of _______________. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of _______________.
IN WITNESS WHEREOF, the Parties acknowledge their agreement to the foregoing by their signatures below.
Disclosing Party:
______________________ Date: _______________
Name:
Title:
Receiving Party:
______________________ Date: _______________
Name:
Title:
Disclaimer: This is a simple, generalised example and is not meant to replace legal advice. An NDA can be complex and must be tailored to the specific needs and conditions of the business. Always consult with your lawyer when drafting legal documents such as these.