NON-DISCLOSURE AGREEMENT (NDA)
THIS AGREEMENT is entered into this day of 2020
Xxxxxx xxxxxx of Address………….., within the State_____________________(hereinafter referred to as “receiving party” which expression shall where the context so admits includes its personal representatives and assigns), of the first part;
Xxxxxxxxx xxxxxxx of Address…………., (hereinafter referred to as “disclosing party” which expression shall where the context so admits includes its personal representatives and assigns) of the other part.
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in Disclosing Party’s business, and is treated with confidentiality. Such information includes, but is not limited to unpublished computer code, design definitions and specifications, flow diagrams and flowcharts, formulas and algorithms, system and user documentation, data structures and data compilations, marketing, and sales data, customer lists, and pending patent applications. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted 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.
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.
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.
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
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.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Any misappropriation of Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore Receiving Party agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order enjoining any such further misappropriation and for such other relief as Disclosing Party deems appropriate. This right of Disclosing Party is to be in addition to the remedies otherwise available to Disclosing Party.
Anything developed by the disclosing party is owned by the receiving party and may not be reproduced in part or in whole to another party.
Receiving Party agrees to indemnify Disclosing Party against any and all losses, damages, claims or expenses incurred or suffered by Disclosing Party as a result of Receiving Party’s breach of this Agreement.
In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.
The parties’ consent to the exclusive jurisdiction and venue of the federal and state courts located in _________________ in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.
This Agreement shall be governed in accordance with the laws of the State of _________________.
This Agreement shall bind each party’s heirs, successors and assigns. Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Disclosing Party.
_____________________ (Typed or Printed Name)
_____________________ (Typed or Printed Name)