It is becoming increasingly common for businesses and organizations to require a Non-Disclosure Agreement (NDA) before sharing sensitive information with employees, contractors, or other third parties. An NDA is a legal document that establishes a confidential relationship between parties and outlines the specific information that must be kept confidential. In this article, we will provide a sample NDA confidentiality agreement that can be used as a starting point for your own document.
First and foremost, it is important to note that NDAs should be tailored to the specific needs of your business. Depending on the type of information you are sharing and the parties involved, you may need to include additional clauses or modify certain language. It is always recommended to consult a legal professional before finalizing any legal document.
Now, let`s take a look at a sample NDA confidentiality agreement:
[Business Name] Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made and entered into on [Insert Date] (the “Effective Date”) by and between [Business Name], located at [Business Address] (the “Disclosing Party”), and [Employee/Contractor/Third Party], located at [Address] (the “Receiving Party”).
Whereas, the Disclosing Party is willing to disclose certain confidential information to the Receiving Party.
Whereas, the Receiving Party agrees to receive and hold in confidence such confidential information.
Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definition of Confidential Information. The term “Confidential Information” means any and all non-public information, data, or materials whether in written, oral, electronic, or other form, relating to the Disclosing Party`s business, including, but not limited to, technical information, business plans, financial information, customer lists, marketing strategies, and trade secrets.
2. Obligations of Receiving Party. The Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party and to use such Confidential Information solely for the purpose of fulfilling the Receiving Party`s obligations to the Disclosing Party. The Receiving Party agrees to take all reasonable measures to protect the Confidential Information, including, but not limited to, limiting access to such information to those employees, contractors, or agents who have a need to know and who are bound by similar obligations of confidentiality.
3. Exceptions. The obligations set forth in Section 2 shall not apply to any Confidential Information that: (a) is, or becomes, publicly available through no fault of the Receiving Party; (b) is already known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) is lawfully obtained by the Receiving Party from a third party without any obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party`s Confidential Information.
4. Ownership. All Confidential Information shall remain the property of the Disclosing Party and shall not be copied, reproduced, or distributed without prior written consent from the Disclosing Party. The Receiving Party acknowledges and agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the Disclosing Party, and may result in legal action being taken against the Receiving Party.
5. Term. This Agreement shall remain in effect for the duration of the Receiving Party`s employment/contract with the Disclosing Party, and for a period of [Insert Number of Years] years thereafter.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of [Insert State], without regard to its conflict of law principles.
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements between them. No modification or amendment to this Agreement shall be valid unless in writing and signed by both parties.
In witness whereof, the parties have executed this Agreement as of the Effective Date.
As mentioned earlier, this is just a sample NDA confidentiality agreement and may need to be modified to suit the specific needs of your business. It is always recommended to seek the advice of a legal professional before finalizing any legal document.