Want to view a sample NDA / Confidentiality agreement? Here’s a template. You can use it to craft your own agreement by replacing the asterisks with your information. Next have an attorney review your agreement to make sure it works for your company.
Sample Confidentiality & Nondisclosure Agreement
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT, ( the “Agreement”), is entered into this * day of * 20**, by and between *INSERT YOUR COMPANY NAME, a limited liability company organized under the laws of the State of *, and *INSERT NAME OF BUSINESS PARTNER * (each a “Party” and collectively, the “Parties“).
1 In connection with the discussions between the Parties and the potential retention of * to provide *INSERT THE SERVICES TO BE PROVIDED *YOUR COMPANY has disclosed, and will be disclosing to * certain confidential or proprietary information regarding *INSERT SERVICES *YOUR COMPANY’s business, all of which information shall be deemed “Confidential Information.” The Confidential Information shall include written, oral, electronic and all other forms of confidential information of *YOUR COMPANY disclosed by *YOUR COMPANY to *BUSINESS PARTNER before or after the date hereof in connection with the Services. Pursuant to this Agreement, *YOUR COMPANY is the Party disclosing Confidential Information and is referred to herein as the “Disclosing Party” and *BUSINESS PARTNERis the Party receiving the Confidential Information and is referred to herein as the “Receiving Party“.
2 In consideration of the disclosure referred to in Paragraph 1 hereof, the Receiving Party agrees that:
(a) All Confidential Information of the Disclosing Party shall be kept strictly confidential and shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of electronic transmission, photocopy or other reproduction, without the Disclosing Party’s prior written consent, except as provided in Paragraphs 4 and 5 below; and
(b) All Confidential Information of the Disclosing Party will not be used by the Receiving Party except in connection with the Services to be provided by *BUSINESS PARTNER to *YOUR COMPANY .
3 The Receiving Party shall not use or otherwise appropriate or sell the Confidential Information for personal uses or gain (and shall prohibit any person under its control or influence from using the Confidential Information for any such purposes).
4 The Receiving Party may disclose the Confidential Information without the Disclosing Party’s prior written consent only to the extent such information is:
(a) already in possession of the public or becomes available to the public other than through the act or omission of the Receiving Party in breach hereof;
(b) required to be disclosed under applicable law or by a governmental order, decree, regulation or rule;
(c) is acquired independently from a third party that, to the knowledge of the Receiving Party, has the right to disseminate such information at the time it is acquired by the Receiving Party; or
5 The Receiving Party shall be entitled to disclose the Confidential Information without the Disclosing Party’s prior written consent to the employees, officers or directors of *BUSINESS PARTNER (the “Representatives“), to the extent the Representatives need to know such Confidential Information for the purpose of assisting the Receiving Party with the Services. evaluation and execution of the Transaction, are informed of the confidential nature of the Confidential Information and agree to be bound by the terms of this Agreement.
6 The Receiving Party shall be responsible for ensuring that all of its Representatives to whom the Confidential Information of the Disclosing Party is disclosed under this Agreement shall keep such information confidential in accordance with the terms of this Agreement and shall not disclose, divulge or use such Confidential Information in violation of this Agreement. The Receiving Party shall be liable to the Disclosing Party for any breach of this Agreement by a Representative of the Receiving Party.
7.1 The Confidential Information of the Disclosing Party shall remain the property of the Disclosing Party, and the Disclosing Party may demand the return or destruction thereof at any time upon giving written notice to the Receiving Party. Promptly after receipt of such notice, and subject to Paragraph 7.2, the Receiving Party shall return or destroy all of the original Confidential Information of the Disclosing Party and shall destroy all copies, reproductions or extracts (both written and electronic), including all material based on or using the Confidential Information created by the Receiving Party or its Representatives, in its possession and in the possession of it Representatives to whom it was disclosed pursuant to Paragraph 5 hereof.
7.2 The return or destruction of the Confidential Information referred to in Paragraph 7.1 does not apply to:
(a) the extent the Receiving Party is otherwise required by law to retain a copy of the Confidential Information or any document incorporating Confidential Information or
(b) the extent the Receiving Party reasonably considers it necessary to retain a copy of the Confidential Information or any document incorporating Confidential Information to defend itself from a claim or potential claim in connection with the Transaction.
8 If the Receiving Party is, or considers itself to be, compelled to disclose any of the Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt notice prior to any disclosure so that the Disclosing Party may seek in a court of law or other appropriate body to:
(a) challenge the obligation of the Receiving Party or any other person to make that disclosure, or to otherwise prevent or restrict that disclosure; or
(b) secure an order or other ruling or remedy to protect or preserve the confidentiality of the relevant information.
If such an order or other remedy is not sought or obtained (or disclosure is not able to be otherwise prevented or restricted), the Receiving Party will furnish only that portion of the Confidential Information which is legally required to be disclosed, and the Receiving Party will cooperate with the Disclosing Party’s counsel to enable the Disclosing Party to obtain an order or other reliable assurance that confidential treatment will be accorded the same.
9 The Receiving Party will take all reasonable steps to protect and preserve the confidentiality of the Confidential Information, including ensuring that it has effective security measures to safeguard all Confidential Information from unauthorised use, copying or disclosure (and ensuring that its Representatives have the same). In particular, without limitation, the Receiving Party must not (and must ensure that its Representatives do not) enter the Confidential Information (or allow it to be entered) into any electronic system, network, database or program not solely operated and controlled by it.
10 The Receiving Party must promptly notify the Disclosing Party and must promptly do anything reasonably required by the Disclosing Party to prevent or restrain a breach or possible breach of this Agreement or any infringement or possible infringement of the Disclosing Party’s rights arising from this Agreement by any person (and must ensure that its Representatives do the same).
11 The Receiving Party must not (and must procure that each of its employees, officers, directors, related entities, and each of their employees, officers and directors and advisers do not), without the prior consent of *YOUR COMPANY, directly or indirectly solicit, initiate or enter into any discussions or negotiations with any person other than *YOUR COMPANY in relation to any agreement, arrangement, proposal, expression of interest or offer similar to or in connection with the Services and /or the Confidential Information.
12 Nothing contained in this Agreement shall be deemed or construed as creating a relationship of partnership, association, principal and agent or joint venture by or between the Parties. Nothing in this Agreement nor the furnishing of the Confidential Information pursuant hereto shall be construed in any way as creating an exclusive relationship between the Parties.
13 The Disclosing Party, its related bodies corporate, and each of their officers, directors and employees shall have no liability whatsoever for any loss of any kind (including, without limitation, any consequential or economic loss) with respect to any use of or reliance upon the Confidential Information by the Receiving Party or any of its Representatives, including any opinion formed or conclusion drawn by the Receiving Party or any of its Representatives as a result of examining the Confidential Information. The Disclosing Party does not by provision of the Confidential Information to the Receiving Party waive any client privilege in respect of the Confidential Information.
14 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah. No amendments, changes or modifications to this Agreement shall be valid except if the same are in writing and signed by a duly authorized representative of each of the Parties hereto. This Agreement comprises the full and complete agreement of the Parties hereto with respect to the disclosure of the Confidential Information and supersedes and cancels all prior communications. In the
event of any breach or threatened breach by any Party of the terms hereof, the other Party shall be entitled to injunctive and other equitable relief, and such Party shall not plead in defense thereto that there would be an adequate remedy at law. Any such relief shall be in addition to, and not in lieu of, money damages or any other legal or equitable remedy available to such Party. This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Neither Party shall assign any of its rights or obligations hereunder without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding and inure to the benefit of each Party’s successors and permitted assigns.
Executed as an Agreement
*YOUR COMPANY *BUSINESS PARTNER
Signature of Member Signature of Member
Kendeyl Johansen, a tech geek and award-winning journalist, creates multimedia health and wellbeing content.