When two parties enter into a business agreement, often there is sensitive information shared between them. This information can be anything from financial data to proprietary trade secrets. It is crucial to protect this information from being leaked to competitors, and one way to do this is by signing a Non-Disclosure Agreement (NDA). In this article, we will discuss a sample NDA for trade secrets.
A Non-Disclosure Agreement (NDA) is a legal document that imposes a confidential relationship between the parties. It is also known as a confidentiality agreement. The purpose of the agreement is to prohibit the parties from disclosing confidential information to anyone else outside of the agreement. This article will provide a sample NDA for trade secrets.
Sample NDA for Trade Secrets:
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of the date of signing by and between [Name of Disclosing Party], a [State] corporation with its principal place of business at [Address] (“Disclosing Party”), and [Name of Receiving Party], a [State] corporation with its principal place of business at [Address] (“Receiving Party”).
The parties agree as follows:
1. Definition of Confidential Information:
The term “Confidential Information” means any information whether orally, in writing, or in any other form, which is identified by the Disclosing Party as confidential or proprietary or which, under the circumstances of disclosure, should reasonably be considered confidential or proprietary.
2. Obligations of Receiving Party:
The Receiving Party agrees to maintain the Confidential Information in strict confidence. The Receiving Party agrees not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
The Receiving Party’s obligations under this Agreement shall not apply to any information that:
(a) was already known to the Receiving Party without an obligation of confidentiality;
(b) becomes publicly available through no wrongful act of the Receiving Party;
(c) is rightfully received from a third party without breach of a confidentiality obligation;
(d) is approved for release by written authorization of the Disclosing Party.
4. Term and Termination:
This Agreement shall remain in effect for a period of [insert term] from the date of signing. Upon termination of this Agreement, the Receiving Party shall promptly return all Confidential Information to the Disclosing Party.
5. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of the State of [insert state], without regard to conflicts of law principles. Any dispute arising out of this Agreement shall be resolved by arbitration in accordance with the rules of the American Arbitration Association, and the arbitration shall be held in [insert city, state].
In conclusion, a Non-Disclosure Agreement is a crucial document to protect trade secrets and other confidential information. The sample NDA for trade secrets provided in this article outlines the obligations of the parties and exceptions to the agreement. It is essential to consult with legal counsel to ensure that an NDA is tailored to the specific needs of the business.