A Non-Disclosure Agreement (NDA) is a legally binding contract that establishes a confidential relationship between parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA ensures that sensitive information won’t be revealed by the receiving party, and sets out the scope of the confidentiality obligation, including the material covered, any exclusions, and the duration of the agreement. Should the information be disclosed without consent, the harmed party is entitled to seek legal remedies for damages incurred from the breach.
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [DATE], by and between [PARTY A NAME, ADDRESS] (“Disclosing Party”) and [PARTY B NAME, ADDRESS] (“Receiving Party”), collectively referred to as the “Parties”.
Under the terms of this agreement, both parties may act as the “Disclosing Party” (the party sharing information) and the “Receiving Party” (the party receiving information). The specific roles of each party will be detailed in the relevant sections of the agreement.
1- The purpose of this Agreement is to establish terms under which certain confidential information regarding [SPECIFIC PROJECT OR BUSINESS RELATIONSHIP], hereinafter referred to as “the Project”, will be disclosed by the Disclosing Party to the Receiving Party.
Definition and Scope of Confidential Information
2- “Confidential Information” as used in this Agreement shall mean all non-public information, which may include [SPECIFIC TYPES OF INFORMATION relevant to the Project, e.g., ‘technical data, trade secrets, know-how, research and development, financial data, marketing plans’]. The Receiving Party acknowledges that such Confidential Information is of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties.
Security Measures and Protection of Confidential Information:
3- The below security measures are foundational but not exhaustive. Both Parties are obliged to take any additional steps and precautions necessary to ensure the utmost protection of the Confidential Information. This clause shall guide and supersede all other clauses of this Agreement concerning the protection of Confidential Information.
a. Security Standards: The Parties shall implement industry-standard security measures to ensure both the digital and physical security of the Confidential Information. These measures include data encryption, access control, secure storage, and document destruction protocols.
b. Data Masking and Anonymization: Where necessary, the Confidential Information will be used in a masked or anonymized manner, ensuring that specific data values are protected, while also preserving the integrity of the Confidential Information from unauthorized accesses.
c. Access Control: Access to the Confidential Information will only be granted to individuals who have been duly authorized. Regular reviews and monitoring of access to specific datasets and physical locations will be conducted.Safe and Secure Storage: Documents deemed particularly sensitive will be stored in secure locations such as safes.
d. Document Destruction: Upon reaching their retention limit or becoming obsolete, physical documents will be destroyed securely, adhering to appropriate destruction protocols.
Obligations and Precautions
4- The Receiving Party agrees not to disclose, reproduce, or use the Confidential Information for purposes related to the specified project or business relationship adhering to the “Security Measures and Protection of Confidential Information” clause.
5- Any unauthorized use, reproduction, or disclosure of the Confidential Information will be deemed a material breach of this Agreement.
Ownership of Confidential Information
6- All Confidential Information remains the property of the Disclosing Party, and no license or other rights to the Confidential Information are granted or implied by this Agreement.
Duration and Termination
7- This Agreement will be effective from [START DATE] and will remain in effect for [DURATION, e.g., “two years”]. Notwithstanding the termination of this Agreement, confidentiality obligations shall remain in effect for [SPECIFY DURATION, e.g., ‘five years’] after the termination of this Agreement..
Return or Destruction of Confidential Information
8- Upon termination or at the request of the Disclosing Party, the Receiving Party shall immediately return or, at the Disclosing Party’s discretion, destroy all copies of the Confidential Information and certify its compliance in writing.
9- In case of breach of this Agreement by the Receiving Party, it shall pay the Disclosing Party [AMOUNT] as compensation for breach of this Agreement.. This is in addition to any other rights or remedies available to the Disclosing Party. This penalty must be paid within [DAY(S)] days of the occurrence of the breach.
10- The Receiving Party shall be responsible for compensating all losses, damages, costs, and expenses incurred as a result of any unauthorized disclosure of the Confidential Information.
11- The penalty described in the first clause of this section shall be paid in addition to any damages and shall not be offset or reduced by any damages paid under the second clause of this section. The payment of this penalty is without prejudice to any other rights or remedies available to the Disclosing Party.
Notification of Breach
12- The Receiving Party shall notify the Disclosing Party in writing immediately upon becoming aware of any breach of this Agreement or any unauthorized use or disclosure of the Confidential Information. The Receiving Party shall also take all reasonable steps necessary to remedy any such breach.
13- Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from events beyond its reasonable control, including but not limited to natural disasters, wars, or acts of terrorism [IF THERE İS AN OTHER EVENT].
14- Any disputes arising out of this Agreement shall be resolved through arbitration in the [COUNTRY OF DISPUTE RESOLUTION], in accordance with the rules of the [SPECIFY ARBITRATION BODY, e.g., “London Court of International Arbitration (LCIA)”].
15- This Agreement is governed by and construed in accordance with the laws of the [COUNTRY OF GOVERNING LAW].
16- Any modifications to this Agreement must be in writing and signed by both Parties.
17- This Agreement represents the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first above written, each Party warrants that their respective signatory has the authority to enter into this Agreement.