NON-DISCLOSURE AGREEMENT (NDA)

1. THE PARTIES. This Non-Disclosure Agreement (“Agreement”) created on [DATE], is by and between:

1^st Party: [NAME] (“1^st Party”), with a mailing address of [ADDRESS], and

2^nd Party: [NAME] (“2^nd Party”), with a mailing address of [ADDRESS].

The 1^st Party and 2^nd Party are each referred to herein as a “Party” and, collectively, as the “Parties.”

The Parties make this Agreement to prevent the unauthorized disclosure of confidential and proprietary information. The Parties agree as follows:

2. TYPE OF NDA. (check one)

☐ – Unilateral. This Agreement shall be considered unilateral. Therefore, the 1^st Party shall have sole ownership of the Confidential Information, with the 2^nd Party being prohibited from disclosing confidential and proprietary information that is or has been released by the 1^st Party.
☐ – Mutual. This Agreement shall be considered mutual. Therefore, both Parties shall be prohibited from disclosing confidential and proprietary information that is or has been shared between one another.

3. PURPOSE. The purpose of this Agreement is for: (check one)

☐ – Employment
☐ – Contract Work (contractor, consultant, etc.)
☐ – Business Relationship/Partnership
☐ – Sale of a Business
☐ – Other. [DESCRIBE]

4. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic, or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, and more.

However, Confidential Information does not include:

(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in possession of the Parties prior to signing this Agreement; and
(d) information independently developed without the use of any of the provided Confidential Information.

5. OBLIGATIONS. The obligations of the Parties shall be to always hold and maintain the Confidential Information in the strictest of confidence and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Information shall reach a third (3^rd) party, or become public, all liability will be on the Party that is responsible.

This Section shall not apply to the 1^st Party if this Agreement is Unilateral, as marked in Section II.

6. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.

7. 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 with the Parties’ acknowledgment.

8. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted to affect the intent of the Parties.

9. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all legal remedies.

10. GOVERNING LAW. This Agreement shall be governed under the laws in the state of [STATE].

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written below.

1^st Party’s Signature ______________________________ Date _________________
Print Name ______________________________

2^nd Party’s Signature ______________________________ Date _________________
Print Name ______________________________