Non-Disclosure Agreement (NDA) Template

Non-Disclosure Agreement (NDA) Template

This Non-Disclosure Agreement (NDA) is a legally binding document between two parties to protect confidential information shared between them. Below is a customizable template that you can use to draft your NDA.

Non-Disclosure Agreement (NDA)

This Agreement is entered into as of [date] by and between [Disclosing Party’s Name/Company Name], located at [address], (“Disclosing Party”), and [Receiving Party’s Name/Company Name], located at [address], (“Receiving Party”).

1. Confidential Information

The term “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or other tangible or intangible forms, including but not limited to:

  • Business plans
  • Financial data
  • Marketing strategies
  • Customer or client information
  • Trade secrets
  • Technical data or product designs

2. Exclusions from Confidential Information

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
  • Was already known to the Receiving Party prior to disclosure by the Disclosing Party.
  • Is received by the Receiving Party from a third party without breach of any obligation to the Disclosing Party.
  • Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

3. Obligations of Receiving Party

The Receiving Party agrees to:

  • Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
  • Use the Confidential Information solely for the purpose of [state purpose, e.g., evaluating a business opportunity].
  • Restrict access to the Confidential Information to employees, contractors, or agents who need to know the information for the permitted purpose and who are bound by confidentiality obligations.

4. Term

This Agreement will remain in effect for a period of [specify time, e.g., two years] from the date of disclosure of the Confidential Information, unless terminated earlier by the Disclosing Party in writing.

5. Return or Destruction of Confidential Information

Upon the Disclosing Party’s request, the Receiving Party agrees to promptly return or destroy all copies of the Confidential Information and certify the destruction to the Disclosing Party.

6. No License

This Agreement does not grant any license or ownership rights to the Receiving Party in the Confidential Information, except as expressly provided for the permitted use.

7. Breach and Remedies

In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall have the right to seek equitable relief, including injunctions and specific performance, in addition to any other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [state], without regard to its conflict of laws principles.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements and understandings, whether written or oral.

10. Amendments

This Agreement may not be amended or modified except in writing signed by both parties.

11. Signatures

By signing below, the parties acknowledge that they have read, understood, and agreed to the terms of this Agreement.

Disclosing Party:
Name: _________________________
Signature: ______________________
Date: ___________________________

Receiving Party:
Name: _________________________
Signature: ______________________
Date: ___________________________

Conclusion

This template can serve as a foundation for drafting a tailored NDA that meets your specific needs. Ensure that it aligns with the laws of your jurisdiction and seek legal advice if necessary to strengthen its enforceability.