What is Non Disclosure Agreement (NDA)?
Non Disclosure Agreement (NDA) Protects confidential information by prohibiting its disclosure to third parties.
This Non-Disclosure Agreement (the "Agreement") is entered into effective as of [today's date], by and between Stealth Innovations Inc, a [state] corporation ("Disclosing Party"), having its principal place of business at [address], and SecureTech Solutions LLC, a [state] limited liability company ("Receiving Party"), having its principal place of business at [address].
The Disclosing Party desires to disclose certain confidential information to the Receiving Party for the purpose of exploring a potential business relationship between the Parties (the "Permitted Purpose"). In consideration for the disclosure of this information, the Receiving Party agrees to maintain the confidentiality of the Disclosing Party's confidential information in accordance with the terms of this Agreement.
2. Definition of Confidential Information
2.1. Confidential Information
For the purposes of this Agreement, "Confidential Information" means any non-public information, including, without limitation, trade secrets, financial data, proprietary information, customer lists, strategies, technology, know-how, formulas, processes, designs, drawings, marketing plans, and other sensitive or proprietary information disclosed by the Disclosing Party to the Receiving Party, whether or not marked or designated as "confidential".
Confidential Information does not include information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party; (b) is already known to the Receiving Party at the time of disclosure without a duty of confidentiality; (c) is rightfully obtained by the Receiving Party from a third party without a breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information.
3. Obligations to Maintain Confidentiality
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information, including, without limitation, disclosing Confidential Information only to its officers, directors, employees, agents, and representatives (collectively, "Representatives") who have a need to know such Confidential Information for the Permitted Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement; (b) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and cooperate fully with the Disclosing Party in mitigating any damage caused by such unauthorized use or disclosure; and (c) not use the Confidential Information for any purpose other than the Permitted Purpose.
4. Duration of Confidentiality
The Receiving Party's obligations hereunder with respect to each item of Confidential Information shall continue for a period of five (5) years from the date of disclosure of such Confidential Information, provided, however, that the Receiving Party's obligations regarding trade secrets shall not terminate as long as such information remains a trade secret under applicable law.
5. Return or Destruction of Confidential Information
Upon the Disclosing Party's written request or termination of discussions regarding the Permitted Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information (in whatever form) in its possession or control and certify to the Disclosing Party in writing that it has done so.
6. No License or Transfer of Rights
Nothing in this Agreement shall be construed as granting any rights, licenses or other interests in or to the Confidential Information, except for the limited right to use the Confidential Information solely for the Permitted Purpose. All Confidential Information remains the property of the Disclosing Party, and no rights, title, or interests in any intellectual property owned or controlled by the Disclosing Party are transferred hereby.
7. No Warranty
All Confidential Information is provided "as is", and the Disclosing Party makes no warranties, express, implied, or otherwise, regarding the accuracy, completeness, or performance of the Confidential Information, and the Receiving Party acknowledges and agrees that it uses the Confidential Information solely at its own risk.
8. Governing Law and Dispute Resolution
8.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [state], without giving effect to any choice of law rules that may direct the application of the laws of another jurisdiction.
8.2. Dispute Resolution
Any controversy, claim or dispute arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration administered by the [Arbitration Provider] in accordance with its [Arbitration Rules], with the arbitration to be held in [city, state]. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written. This Agreement may be modified or amended only in writing signed by both Parties. No waiver of any provision of this Agreement by either Party shall be deemed a waiver of any other provision of this Agreement or a waiver of any subsequent breach of the same or any other provision. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
Stealth Innovations Inc
[Print Name], [Title]
SecureTech Solutions LLC
[Print Name], [Title]
Common Sections of a Non Disclosure Agreement (NDA)
In this Non Disclosure Agreement (NDA), you will see the following sections:
- Definition of Confidential Information
- Obligations to Maintain Confidentiality
- Duration of Confidentiality
- Return or Destruction of Confidential Information
- No License or Transfer of Rights
- No Warranty
- Governing Law and Dispute Resolution
Analysis/Summary of each section
- Purpose : This section explains that the agreement is made to protect confidential information shared between the two parties while exploring a potential business relationship. Think of it as a safety net to ensure that sensitive information isn't misused or leaked.
- Definition of Confidential Information : This section defines what is considered confidential information, such as trade secrets, financial data, and other proprietary information. It also lists what is not considered confidential information, like publicly available information or information already known by the receiving party. It's like drawing a line between what's considered a secret and what's not.
- Obligations to Maintain Confidentiality : This section outlines the steps the receiving party must take to keep the confidential information secure, such as only sharing it with people who need to know and have agreed to keep it confidential. It also states that the receiving party must notify the disclosing party if there's any unauthorized use or disclosure of the information. Think of it as a set of rules to follow to keep the information safe.
- Duration of Confidentiality : This section specifies how long the receiving party must keep the information confidential, which is five years from the date of disclosure. However, if the information is considered a trade secret, the obligation to keep it confidential doesn't end until it's no longer a trade secret. It's like an expiration date for the confidentiality of the information.
- Return or Destruction of Confidential Information : This section states that the receiving party must return or destroy all copies of the confidential information upon the disclosing party's request or when the discussions about the potential business relationship end. It's like cleaning up and returning borrowed items after a project is finished.
- No License or Transfer of Rights : This section clarifies that the agreement doesn't grant any rights or licenses to the confidential information, except for the limited right to use it for the permitted purpose. It also states that the information remains the property of the disclosing party. Think of it as a reminder that the information is only being shared, not given away.
- No Warranty : This section states that the disclosing party provides the confidential information "as is" and doesn't guarantee its accuracy, completeness, or performance. The receiving party uses the information at its own risk. It's like a disclaimer that the disclosing party isn't responsible for any issues that may arise from using the information.
- Governing Law and Dispute Resolution : This section specifies which state's laws will govern the agreement and how disputes will be resolved, such as through binding arbitration. It's like choosing the rules of the game and how to settle any disagreements that may arise.
- Miscellaneous : This section covers various other aspects of the agreement, such as stating that the agreement is the entire understanding between the parties and can only be modified in writing. It also covers waiver of provisions, execution in counterparts, and other general legal terms. Think of it as a catch-all for any remaining details not covered in the previous sections.