NDA (Non Disclosure) Agreement Template

This Non-Disclosure Agreement (the “Agreement”) is entered into as of [1. Effective Date] by and between [2. Disclosing Party Name], located at [3. Disclosing Party Address] (the “Disclosing Party”), and [4. Receiving Party Name], located at [5. Receiving Party Address] (the “Receiving Party”).

1. Confidential Information.

“Confidential Information” means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, or electronic, including but not limited to business plans, financial data, customer lists, product designs, source code, trade secrets, and proprietary processes. Information is considered confidential if marked as such at the time of disclosure or if a reasonable person would understand it to be confidential given the context.

2. Obligations of the Receiving Party.

The Receiving Party agrees to hold all Confidential Information in strict confidence, to use it solely for the purpose of [6. Purpose of Disclosure], and to protect it with the same degree of care used to protect its own confidential information, but in no case less than reasonable care. The Receiving Party shall not disclose Confidential Information to any third party without prior written consent from the Disclosing Party.

3. Exclusions.

Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement, (b) was lawfully in the Receiving Party’s possession before disclosure, (c) is received from a third party without breach of any confidentiality obligation, or (d) is independently developed without use of the Disclosing Party’s information.

4. Term.

This Agreement takes effect on [1. Effective Date] and continues until [7. Expiration Date]. Obligations regarding trade secrets survive the expiration of this Agreement for as long as the information retains trade secret status under applicable law.

5. Return of Information.

Upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify in writing that such return or destruction has occurred.

6. No License.

Nothing in this Agreement grants either party any right or license to any intellectual property, and all rights in the Confidential Information remain with the Disclosing Party.

7. Remedies.

The parties agree that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and the Disclosing Party shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.