Free Non-Disclosure Agreement (NDA) Template

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), BETWEEN: [Disclosing Party Name], with its principal place of business at [Disclosing Party Address] (the "Disclosing Party"); AND [Receiving Party Name], with its principal place of business at [Receiving Party Address] (the "Receiving Party"). The Disclosing Party and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties." 1. PURPOSE The Parties wish to explore or pursue [Purpose of Disclosure] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose Confidential Information to the Receiving Party. This Agreement sets out the terms under which that information will be protected. 2. DEFINITION OF CONFIDENTIAL INFORMATION "Confidential Information" means all non-public information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, electronically, or by any other means, including but not limited to: (a) business plans, strategies, forecasts, and financial information; (b) customer, supplier, and employee lists and related data; (c) product designs, source code, technical documentation, know-how, and trade secrets; (d) marketing plans, pricing, and commercial terms; and (e) any information marked or identified as confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information also includes notes, summaries, and copies prepared by the Receiving Party that contain or reflect such information. 3. OBLIGATIONS OF THE RECEIVING PARTY The Receiving Party agrees to: (a) use Confidential Information solely for the Purpose and for no other purpose; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (c) restrict access to Confidential Information to employees, contractors, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement; and (d) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted herein. 4. EXCLUSIONS The obligations in this Agreement do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party without confidentiality restriction; (c) is independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation. 5. COMPELLED DISCLOSURE If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will (to the extent legally permitted) give the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order or other remedy. The Receiving Party will disclose only the portion of Confidential Information legally required and will use reasonable efforts to obtain confidential treatment for the disclosed information. 6. TERM This Agreement begins on the Effective Date and continues for [Confidentiality Term] (the "Term"), unless earlier terminated by either Party upon thirty (30) days' written notice. The Receiving Party's confidentiality obligations survive for the remainder of the Term (and, for trade secrets, for so long as such information remains a trade secret under applicable law). 7. RETURN OR DESTRUCTION Upon written request by the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party will promptly return or securely destroy all Confidential Information in its possession or control (including copies), and will, upon request, certify in writing that it has done so. The Receiving Party may retain one archival copy solely as required by law or internal compliance policy, subject to ongoing confidentiality obligations. 8. NO LICENSE; NO WARRANTY Nothing in this Agreement grants the Receiving Party any license, title, or other rights in Confidential Information or in any intellectual property of the Disclosing Party. Confidential Information is provided "as is," without warranty of any kind. 9. REMEDIES The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party will be entitled to seek injunctive or other equitable relief, without the necessity of posting a bond, in addition to any other rights and remedies available at law or in equity. 10. NON-SOLICITATION During the Term and for twelve (12) months thereafter, the Receiving Party will not knowingly solicit for employment any employee of the Disclosing Party with whom the Receiving Party had material contact in connection with the Purpose, except pursuant to a general solicitation not specifically targeted at such employees. 11. GOVERNING LAW This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. The courts located in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes arising out of or relating to this Agreement. 12. GENERAL (a) This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous agreements on that subject. (b) Amendments must be in writing and signed by both Parties. (c) If any provision is held unenforceable, the remaining provisions will remain in effect. (d) Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. (e) This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. DISCLOSING PARTY Name: [Disclosing Party Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ RECEIVING PARTY Name: [Receiving Party Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________