Business NDA Template

NON-DISCLOSURE AGREEMENT (BUSINESS)

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT is entered into on [Date] by and between:

1. THE DISCLOSING PARTY
[Disclosing Party]
Address: [Address]

2. THE RECEIVING PARTY
[Receiving Party]
Address: [Address]

(hereinafter collectively referred to as the "Parties")

1. PURPOSE

1.1 The Parties wish to explore a potential business relationship regarding: [Purpose] ("the Purpose").

1.2 In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

2.1 "Confidential Information" means all information, whether oral, written, or in any other form, disclosed by or on behalf of the Disclosing Party to the Receiving Party in connection with the Purpose, including but not limited to:

2.1.1 Business plans, strategies, and financial projections;

2.1.2 Technical data, specifications, designs, and know-how;

2.1.3 Customer lists, supplier information, and pricing data;

2.1.4 Trade secrets, inventions, and intellectual property;

2.1.5 Employee and personnel information;

2.1.6 Any information that the Disclosing Party designates as confidential.

2.2 Confidential Information shall not include information that:

2.2.1 Is or becomes publicly known through no fault of the Receiving Party;

2.2.2 Was in the Receiving Party's possession prior to disclosure;

2.2.3 Is independently developed by the Receiving Party without use of the Confidential Information;

2.2.4 Is rightfully received by the Receiving Party from a third party without restriction.

3. OBLIGATIONS OF THE RECEIVING PARTY

3.1 The Receiving Party shall:

3.1.1 Hold all Confidential Information in strict confidence;

3.1.2 Use the Confidential Information solely for the Purpose;

3.1.3 Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent;

3.1.4 Limit access to the Confidential Information to those employees who have a need to know for the Purpose and who are bound by equivalent confidentiality obligations;

3.1.5 Protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care.

3.2 The Receiving Party shall immediately notify the Disclosing Party upon becoming aware of any unauthorized disclosure or use of the Confidential Information.

4. TERM AND SURVIVAL

4.1 This Agreement shall commence on the Effective Date and shall continue for a period of [NDA Term] ("the Term").

4.2 The obligations of confidentiality and non-use shall survive the termination of this Agreement for a period of [Years] years from the date of disclosure of the relevant Confidential Information.

4.3 Trade secrets shall remain confidential for so long as they retain their status as trade secrets under applicable law.

5. NO LICENSE OR RIGHTS

5.1 Nothing in this Agreement shall be construed as granting the Receiving Party any license or right to use the Disclosing Party's intellectual property, except as expressly necessary for the Purpose.

5.2 All Confidential Information remains the property of the Disclosing Party.

5.3 The Receiving Party shall not reverse engineer, decompile, or disassemble any samples, prototypes, or technical materials provided as Confidential Information.

6. GOVERNING LAW

6.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law].

6.2 The Parties submit to the non-exclusive jurisdiction of the courts of [Governing Law] for any disputes arising out of this Agreement.

SIGNATURE PAGE

SIGNED at ________________ on this ____ day of ________________ 20____.

DISCLOSING PARTY:

__________________________
[Disclosing Party]

RECEIVING PARTY:

__________________________
[Receiving Party]

WITNESSES:

1. __________________________

2. __________________________

SIGNATURES