Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between:
- Disclosing Party: [Full Name or Company Name]
- Address: [Address]
and
- Receiving Party: [Full Name or Company Name]
- Address: [Address]
This Agreement is intended to protect confidential information in accordance with the laws of [State Name].
1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” includes all information, whether written, oral, or electronic, that is disclosed by the Disclosing Party to the Receiving Party, which is designated as confidential or that ought to be considered confidential given the nature of the information and the circumstances surrounding its disclosure.
2. Obligations of the Receiving Party
- The Receiving Party agrees to use the Confidential Information solely for the purpose of [Purpose of Disclosure].
- The Receiving Party will take reasonable steps to protect the confidentiality of the Confidential Information.
- The Receiving Party shall not disclose Confidential Information to any third parties without the prior written consent of the Disclosing Party.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly known through no wrongful act of the Receiving Party.
- Is independently developed by the Receiving Party without reference to the Confidential Information.
- Is required to be disclosed by law or regulation, provided that the Receiving Party notifies the Disclosing Party of such requirement.
4. Term
This Agreement shall commence on the effective date and continue for a period of [Duration in years] unless earlier terminated by either party with [Number] days’ written notice.
5. Return of Materials
Upon termination of this Agreement, or upon written request from the Disclosing Party, the Receiving Party shall return or destroy all materials containing Confidential Information.
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State Name].
7. Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party Signature: _________________________
Date: ______________
Receiving Party Signature: ________________________
Date: ______________
This template provides a structured and clear way to outline the terms of an NDA, providing all necessary sections while ensuring it is tailored to meet the user's needs.