(Example wording—seek legal advice before using this form)
NON-DISCLOSURE AGREEMENT
This agreement is made as of the day _______________ month _____________
year __________, by and between:
__________________________________________________________
residing, located at ___________________________________________
hereinafter called Disclosing Party, and
__________________________________________________________
hereinafter called Disclosee residing, located at
__________________________________________________________
This Agreement shall govern the conditions of disclosure by Disclosing
Party to Disclosee of certain "Confidential Information" including
but not limited to prototypes, drawings, data, trade secrets and
intellectual property relating to the information titled "___________________________________________" created,
developed by Disclosing Party.
With regard to the Confidential Information, Disclosee hereby agrees:
1. Not to use the information therein except for evaluating its
interest in entering a business relationship with Disclosing Party,
based on the information.
2. To safeguard the information against disclosure to others with
the same degree of care as exercised with its own information of
a similar nature.
3. Not to disclose the information to others, without the express
written permission of Disclosing Party, except that:
a. which Disclosee can demonstrate by written records was previously
known;
b. which are now, or become in the future, public knowledge other
than through acts or omissions of Disclosee;
c. which are lawfully obtained by Disclosee from sources independent
of Disclosing Party;
d. which are required to be disclosed by governmental or judicial
order, provided Disclosee gave Disclosing Party prompt notice of
and reasonable opportunity to contest such order, and complied with
any protective order (or equivalent) imposed on such disclosure.
4. That Disclosee shall not directly or indirectly acquire any interest
in, or design, create, manufacture, sell or otherwise deal with any
item or product, containing, based upon or derived from the information,
except as may be expressly agreed to in writing by Disclosing Party.
5. That the secrecy obligations of Disclosee with respect to the
information shall continue for a period ending ____________ years
from the date hereof.
6. This agreement shall be construed and controlled by the laws
of
______________________________________
7. Subject to the limitations set forth in this agreement, this
agreement will inure to the benefit of and be binding upon the parties,
their successors and assigns.
8. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions shall remain in full effect and force.
Disclosing Party will be entitled to obtain an injunction to prevent
threatened or continued violation of this Agreement, but failure
to enforce this Agreement will not be deemed a waiver of this Agreement.
IN WITNESS WHEREOF the Parties have hereunto executed this Agreement
as of the day and year first above written.
Disclosee
By: _____________________________ Date: _____________
Title: ___________________________
Disclosing Party NAME and SIGNATURE
By: _____________________________ Date: _____________
Title: ___________________________
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