NON-DISCLOSURE AGREEMENT (UNILATERAL)
THIS NON-DISCLOSURE AGREEMENT ("Agreement") is made on [Date],
BETWEEN:
[Disclosing Party Name], of [Disclosing Party Address] ("Disclosing Party")
AND
[Receiving Party Name], of [Receiving Party Address] ("Receiving Party").
WHEREAS
- The Disclosing Party possesses certain confidential and proprietary information;
- The Receiving Party agrees to receive and protect such information under the terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:
1. DEFINITIONS
1.1 "Confidential Information" means all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, including but not limited to: business plans, financial data, technical information, product designs, trade secrets, customer lists, and other information identified as confidential.
1.2 Exceptions. Confidential Information does not include information that:
- (a) is or becomes publicly available through no fault of the Receiving Party;
- (b) is lawfully received from a third party without restriction;
- (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
- (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.
2. OBLIGATIONS OF RECEIVING PARTY
2.1 The Receiving Party shall:
- Use the Confidential Information solely for the following purpose: [Purpose, e.g., "to evaluate a potential business relationship"].
- Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Take all reasonable steps to protect the confidentiality of the Confidential Information, at least as rigorously as it protects its own confidential information.
- Restrict access to Confidential Information to its employees, agents, or contractors who need to know such information for the Purpose and are bound by confidentiality obligations at least as strict as those in this Agreement.
3. TERM
3.1 This Agreement shall commence on the Effective Date and continue for a period of [Term, e.g., "two (2) years"], unless terminated earlier by mutual written agreement.
3.2 The obligations of confidentiality shall survive for [Survival Period, e.g., "three (3) years"] after termination or expiration of this Agreement.
4. RETURN OR DESTRUCTION OF INFORMATION
4.1 Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, and certify in writing that such destruction has occurred.
5. NO LICENSE OR WARRANTY
5.1 Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
5.2 All Confidential Information is provided "as is" and without any warranty, express or implied, as to its accuracy or completeness.
6. REMEDIES
6.1 The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, who shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
7. MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
7.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements, whether written or oral.
7.3 Amendments. Any amendment or modification to this Agreement must be in writing and signed by both parties.
7.4 Notices. All notices under this Agreement must be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing.
7.5 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remainder shall remain in full force and effect.
7.6 No Waiver. Failure to enforce any provision shall not constitute a waiver of any rights under this Agreement.
8. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
DISCLOSING PARTY:
Name: ______________________________
Title: ______________________________
Signature: __________________________
Date: ______________________________
RECEIVING PARTY:
Name: ______________________________
Title: ______________________________
Signature: __________________________
Date: ______________________________
