A non-disclosure agreement (NDA) is a legal document that helps to protect confidential information exchanged between two parties. It is often used in business situations where sensitive information is shared, such as in mergers and acquisitions or during contract negotiations.
Creating an NDA can seem like a daunting task, but it doesn`t have to be. In fact, there are plenty of simple NDA samples available online that you can use as a template.
Here`s an example of a simple NDA:
Non-Disclosure Agreement
This Non-Disclosure Agreement (“Agreement”) is made and entered into on [date] between [Name of Disclosing Party], with a mailing address of [address], and [Name of Receiving Party], with a mailing address of [address].
1. Purpose
The purpose of this Agreement is to prevent the unauthorized disclosure of Confidential Information as defined below.
2. 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. 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 writing indicating that such oral communication constituted Confidential Information.
3. 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.
4. 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 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.
5. Time Periods
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.
6. Relationships
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.
7. Severability
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.
8. 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 writing signed by both parties.
9. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This is just one example of a simple NDA, and it may not be appropriate for every situation. It`s always a good idea to consult with a legal professional before creating or signing an NDA, especially if you have any concerns about the confidentiality of your information.
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