Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement has been entered into the date of date and is by between:
Party Disclosing Information: with a mailing address of
and (Disclosing Party)
Party Receiving Information: with a mailing address of
(Receiving Party).
For the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The
parties agreed to enter into a confidential relationship concerning the disclosure of certain proprietary and
confidential information.
1. Definition of Confidential Information. For purpose 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 “CONFODENTIAL” 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.
2. Exclusions from Confidential Information. Receiving Party’s obligations under this agreement do not
extend to the information that is: (a) publicly known at the time of disclosure or subsequently become
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 the Disclosing Party or Disclosing Party’s Representative; or (d) is disclosed by
Receiving Party with Disclosing Party’s prior written approval.
3. 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 require those persons to sign non-disclosure restrictions at least as protective as those in
this Agreement. Receiving Party shall not, without 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.
4. 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 notice releasing Receiving Party from this Agreement, whichever occurs first,
5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party or
partner, joint venture or employee of the other party for any purpose.
6. 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.
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 signed by both parties.
8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver or prior or
subsequent rights.
9. Notice of Immunity. Employee is provided notice that an individual shall not be held criminally or
civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made
(i) in confidence to a federal, state, or local government official either directly or indirectly, or to an
attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is
made in a complaint or other document filed in a lawsuit or other proceeding, if such filling is made
under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret
information in the court proceeding, if the individual (i) files any document containing the trade secret
under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
This Agreement and each party’s obligation shall be binding on the representatives, assigns and successors of
such party. Each party has signed this Agreement through its authorized representative.
DISCLOSING PARTY
Signature
Printed/Typed Name
Date
RECEIVING PARTY
Signature
Printed/Typed Name
Date

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NON-DISCLOSURE AGREEMENT (NDA)

1. Definition of Confidential Information. For purpose of this agreement, “Confidential Information”

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