Non-Disclosure Agreement (NDA) Template

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (NDA) is entered into as of the ___ day of _, 20 (the "Effective Date"), by and between:

1. Disclosing Party: [Insert Name and Address]
2. Receiving Party: [Insert Name and Address]

WHEREAS, the Disclosing Party possesses confidential information that needs protection;
AND WHEREAS, the Receiving Party agrees to keep such information confidential under the terms outlined herein;
NOW, THEREFORE, the parties agree as follows:

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1. Definitions

1.1 Confidential Information
Includes but is not limited to trade secrets, business strategies, financial data, proprietary technology, client lists, or any other non-public information, disclosed orally, in writing, or electronically.

1.2 Exclusions from Confidential Information
Information that:

• Is already publicly available at the time of disclosure.
• Becomes publicly available through no fault of the Receiving Party.
• Is lawfully disclosed by a third party without restriction.

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2. Obligations of the Receiving Party

2.1 The Receiving Party shall:

• Use Confidential Information solely for the purpose outlined in this Agreement.
• Not disclose Confidential Information to any third party without prior written consent of the Disclosing Party.

2.2 The Receiving Party shall implement reasonable measures to safeguard the Confidential Information from unauthorized use or disclosure.

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3. Duration

This Agreement will remain in effect for a period of ___ years from the Effective Date, or until terminated by the Disclosing Party through a written notice.

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4. Return or Destruction of Materials

Upon termination of this Agreement, the Receiving Party must promptly return or destroy all copies of the Confidential Information and provide written confirmation of such actions.

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5. No License

Nothing in this Agreement grants the Receiving Party any ownership or license rights in the Confidential Information.

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6. Governing Law

This Agreement shall be governed by the laws of [Specify Jurisdiction].

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7. Miscellaneous

7.1 Amendments: This Agreement may only be modified in writing signed by both parties.
7.2 Severability: If any provision is deemed invalid, the remainder of the Agreement shall remain in full force and effect.

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Signatures

Disclosing Party
Name: __________________________
Signature: _______________________
Date: __________________________

Receiving Party
Name: __________________________
Signature: _______________________
Date: __________________________

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