Non Disclosure Agreement Nda

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of this {{date}} day of {{month}}, {{year}} (the "Effective Date"), by and between:

{{disclosing_party_name}}, a company duly incorporated under the laws of {{disclosing_party_jurisdiction}}, with its principal place of business at {{disclosing_party_address}} (hereinafter referred to as the "Disclosing Party"); and

{{receiving_party_name}}, a company duly incorporated under the laws of {{receiving_party_jurisdiction}}, with its principal place of business at {{receiving_party_address}} (hereinafter referred to as the "Receiving Party").

The Disclosing Party and the Receiving Party are hereinafter collectively referred to as the "Parties" and individually as a "Party".

1. Purpose

The Parties wish to explore a potential business relationship concerning {{purpose_of_nda}} (the "Permitted Purpose"). In connection with the Permitted Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. Definition of Confidential Information

"Confidential Information" shall mean any and all information, whether written, oral, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party hereunder, including but not limited to, trade secrets, business plans, financial information, customer lists, technical data, product designs, marketing strategies, and any other proprietary information, whether or not marked as “confidential”. Confidential Information does not include information that:

(a) is or becomes publicly available without breach of this Agreement by the Receiving Party;

(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation;

(c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or

(d) is rightfully received by the Receiving Party from a third party without restriction on disclosure.

3. Obligations of Receiving Party

The Receiving Party agrees to:

(a) use the Confidential Information solely for the Permitted Purpose;

(b) maintain the Confidential Information in strict confidence and safeguard it with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care;

(c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party;

(d) limit access to the Confidential Information to its employees, directors, officers, agents, and professional advisors who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less stringent than those contained herein;

(e) notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information.

4. Term

This Agreement shall commence on the Effective Date and remain in full force and effect until such time as {{term_duration_or_event_e.g._three_years_from_effective_date_or_completion_of_project}}, unless terminated earlier as provided herein. The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of {{survival_period_e.g._five_years}}.

5. Return of Confidential Information

Upon the Disclosing Party's written request, or upon termination or expiration of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information (and all copies thereof) in its possession or control, and provide written certification of such destruction.

6. Remedies

The Receiving Party acknowledges that a breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would not be an adequate remedy, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, and the Parties hereby submit to the exclusive jurisdiction of the courts located in {{governing_law_city_or_province}} for the resolution of any disputes arising under or in connection with this Agreement.

8. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

9. Amendments

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties.

Signature Block

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

DISCLOSING PARTY:

_____________________________

By: {{disclosing_party_signatory_name}}

Title: {{disclosing_party_signatory_title}}

Date: {{disclosing_party_signature_date}}

RECEIVING PARTY:

_____________________________

By: {{receiving_party_signatory_name}}

Title: {{receiving_party_signatory_title}}

Date: {{receiving_party_signature_date}}