Non-Disclosure and Confidentiality Agreement (NDA)

This Agreement is made on [Date] between:

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

WHEREAS the Disclosing Party intends to share confidential information with the Receiving Party for the purpose of [specify purpose, e.g., evaluating a potential business relationship].

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:

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1. Definition of Confidential Information

Confidential Information includes but is not limited to:
1.1. Trade secrets, technical data, know-how, business plans, financial data, marketing strategies, client lists, and other proprietary information shared in written, oral, or digital form.

1.2. Any information identified as “Confidential” or that a reasonable person would understand to be confidential in nature.

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2. Obligations of the Receiving Party

The Receiving Party agrees to:
2.1. Maintain the confidentiality of the Disclosing Party’s information.
2.2. Use the information solely for the purpose mentioned in this Agreement.
2.3. Restrict access to the information to employees or contractors who need to know for the purpose and are bound by similar confidentiality obligations.

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3. Exclusions from Confidential Information

Confidential Information does not include information that:
3.1. Is publicly known at the time of disclosure or becomes public through no fault of the Receiving Party.
3.2. Was known to the Receiving Party prior to disclosure.
3.3. Is independently developed by the Receiving Party.

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4. Term of the Agreement

This Agreement will remain in effect for a period of [Insert Timeframe] from the date of disclosure or until the Confidential Information ceases to be confidential, whichever occurs first.

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5. Return or Destruction of Information

Upon termination of this Agreement or upon request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information and confirm such destruction in writing.

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6. Remedies for Breach

The Disclosing Party shall be entitled to:
6.1. Injunctive relief to prevent unauthorized disclosure.
6.2. Monetary damages for losses suffered due to a breach.

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7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].

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8. Miscellaneous

8.1. Entire Agreement: This Agreement constitutes the entire understanding between the parties.
8.2. Amendments: Any modifications to this Agreement must be made in writing and signed by both parties.
8.3. Severability: If any provision is found unenforceable, the remaining provisions shall remain in effect.

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Signatures

Disclosing Party
Name: _____________________
Signature: __________________
Date: ______________________

Receiving Party
Name: _____________________
Signature: __________________
Date: ______________________

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