Non-Disclosure Agreement (NDA) by EasyLegalDocs
The EasyLegalDocs NDA is a free, open-source template that helps startups and small businesses protect confidential information, written by lawyers to be clear, practical, and easy to adapt for mutual or one-way use.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of [effective date]
BY AND BETWEEN: | Disclosing Party: [disclosing party name], located at [disclosing party address], |
AND: | Receiving Party: [receiving party name], located at [receiving party address]. |
Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means all non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or other form, including but not limited to business strategies, trade secrets, financial data, customer lists, designs, and technical data.
Obligations of the Receiving Party
The Receiving Party agrees to:
Use the Confidential Information solely for [use of confidential information]
Keep the Confidential Information strictly confidential and not disclose it to any third party without prior written consent of the Disclosing Party.
Protect the Confidential Information with the same degree of care as the Receiving Party uses to protect its own confidential information, but no less than a reasonable standard of care.
Exclusions from Confidential Information
Confidential Information does not include information that:
Is or becomes publicly available through no fault of the Receiving Party.
Was already known to the Receiving Party before disclosure by the Disclosing Party.
Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
Is disclosed under legal obligation or by court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow for protective measures.
Term and Termination
The obligations of confidentiality shall remain in effect for a period of three (3) years from the date of disclosure or until the Confidential Information no longer qualifies as confidential, whichever occurs first.
Return or Destruction of Information
Upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify the same in writing.
No License or Ownership
This Agreement does not grant any ownership rights or licenses under any intellectual property of the Disclosing Party.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [governing law state].
Miscellaneous
This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior agreements.
Amendments or modifications must be in writing and signed by both parties.
If any provision is found unenforceable, the remaining provisions shall remain valid and enforceable.
Signatures
By signing below, the parties agree to the terms of this Agreement.
Disclosing Party | Receiving Party |
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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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