Legal ND Contract Template

LEGAL ND CONTRACT TEMPLATE

This Non-Disclosure Agreement (the "Agreement") is entered into as of by and between Disclosing Party Name: , a organized under the laws of , with a principal place of business at ; and Receiving Party Name: , a organized under the laws of , with a principal place of business at .

RECITALS

WHEREAS, the Disclosing Party possesses certain confidential, proprietary, and commercially valuable information relating to its business, technology, products and services that it desires to protect; and

WHEREAS, the Receiving Party may obtain access to such information in connection with discussions and potential business relationships between the parties; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to nondisclosure and use of Confidential Information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any information, whether oral, written, electronic or other form, disclosed by or on behalf of the Disclosing Party to the Receiving Party that is designated as confidential or that, under the circumstances surrounding disclosure, ought reasonably to be treated as confidential. Confidential Information includes, without limitation, business plans, financial information, customer lists and data, product designs, trade secrets, marketing strategies, software, source code, formulas, processes, know-how, and technical information.

1.2 Confidential Information does not include information that: (a) is or becomes generally available to the public through no breach of this Agreement by the Receiving Party; (b) was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without restriction and without breach of any obligation of confidentiality.

2. SCOPE OF CONFIDENTIALITY

2.1 The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information solely for the purpose of evaluating or pursuing a business relationship between the parties; and (c) not disclose Confidential Information to any third party except as expressly permitted herein.

2.2 The Receiving Party may disclose Confidential Information only to its employees, contractors, affiliates or professional advisors who have a need to know and who are bound by written confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by such persons.

3. PERMITTED DISCLOSURES

3.1 Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent compelled by law, regulation or valid court order; provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates reasonably with any effort to obtain confidential treatment or a protective order.

4. TERM

4.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of unless earlier terminated by written agreement of the parties. Notwithstanding the foregoing, the Receiving Party's obligations with respect to Confidential Information that qualifies as a trade secret shall survive for as long as such information remains a trade secret under applicable law.

5. RETURN OR DESTRUCTION

5.1 Upon the Disclosing Party's written request or upon termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy, at the Disclosing Party's option, all documents and materials containing or embodying Confidential Information, including all copies, extracts and summaries thereof. If destruction is elected, the Receiving Party shall certify in writing the destruction of such materials.

6. REMEDIES

6.1 The Receiving Party acknowledges that monetary damages may be an inadequate remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies without the requirement of posting bond, in addition to any other remedies available at law or in equity.

6.2 The Disclosing Party shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in enforcing this Agreement against the Receiving Party.

7. NO LICENSE OR OTHER RIGHTS

7.1 Nothing in this Agreement grants the Receiving Party any license or other rights under any patents, copyrights, trade secrets, trademarks or other intellectual property of the Disclosing Party except as expressly set forth herein.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR A BREACH OF SECTION 2 (CONFIDENTIALITY), INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. NOTICES

Notices to Disclosing Party

Notices to Receiving Party

10. GOVERNING LAW

10.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising from this Agreement shall be the federal or state courts located in that state.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

11.2 If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid provision shall be replaced by a valid provision that most closely approximates the parties' intent.

12. AMENDMENT; WAIVER; COUNTERPARTS

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by both parties. No failure or delay in exercising any right shall operate as a waiver.

12.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be effective as originals.

13. ADDITIONAL PROVISIONS

13.1 The parties acknowledge that each has had the opportunity to consult with counsel and that the rule of construction that ambiguities are to be resolved against the drafting party shall not apply.

13.2 Any notices, consents or approvals required under this Agreement must be in writing and delivered as set forth in Section 9.

CONFIDENTIAL INFORMATION EXAMPLES

The following list identifies categories or examples of Confidential Information that may be disclosed under this Agreement. This list is illustrative and not exhaustive.

ACKNOWLEDGMENTS

The undersigned representatives of each party certify that they are authorized to execute this Agreement on behalf of their respective party and that the terms set forth herein are agreed and binding.

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