NON-DISCLOSURE AGREEMENT
This Nondisclosure Agreement (the “Agreement”) is entered into by and between ___________with its
principal offices at_________________, (“Disclosing Party“) and _____ , located at _______________
(“Receiving Party“) for the purpose of preventing the unauthorized disclosure of Confidential
Information as defined below. The parties agree to enter into a confidential relationship with respect to
the disclosure of certain proprietary and confidential information (“Confidential Information”).
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information”
shall include all information or material that has or could have commercial value or other utility in the
business in which Disclosing Party is engaged.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not
extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes
publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party
before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other
than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party
with Disclosing Party’s prior written approval.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information
in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall
carefully restrict access to Confidential Information to employees, contractors and third parties as is
reasonably required and shall require those persons to sign nondisclosure restrictions at least as
protective as those in this Agreement. Receiving Party shall not, without the prior written approval of
Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or
permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential
Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other
written, printed, or tangible materials in its possession pertaining to Confidential Information
immediately if Disclosing Party requests it in writing.
4. Time Periods. This Agreement is valid for 2 (two) years from the date of signing. The nondisclosure
provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty
to hold Confidential Information in confidence shall remain in effect until the Confidential Information
no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice
releasing Receiving Party from this Agreement, whichever occurs first.
5. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder
of this Agreement shall be interpreted so as to best to effect the intent of the parties.
6. Integration. This Agreement expresses the complete understanding of the parties with respect to the
subject matter and supersedes all prior proposals, agreements, representations, and understandings.
This Agreement may not be amended except in a writing signed by both parties.
7. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or
subsequent rights.
This Agreement and each party’s obligations shall be binding on the representatives, assigns and
successors of such party. Each party has signed this Agreement through its authorized representative.
DISCLOSING PARTY
Signature: ________________
Name: Date: _______________
RECEIVING PARTY
Signature: ___________________
Name: ___________________________ Date: _______________