When it comes to protecting your company`s confidential information, a non-disclosure agreement (NDA) can be a powerful tool. By signing an NDA, individuals agree not to share or use any confidential information they may encounter while working with your company. This can range from trade secrets and financial data to client lists and new product designs.
If you`re considering drafting an NDA for your business, it`s important to ensure that it covers all the necessary elements and is legally enforceable. To help you get started, here`s a sample NDA confidentiality agreement:
[Insert Company Name] Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Insert Date], between [Insert Company Name] (the “Disclosing Party”), and [Insert Receiving Party] (the “Receiving Party”). The Disclosing Party and the Receiving Party may be referred to individually as a “Party” and collectively as the “Parties.”
1. Definition of Confidential Information
The Parties acknowledge and agree that “Confidential Information” means any and all information, whether in oral, written, electronic or other form, that is marked as confidential or that a reasonable person would understand to be confidential. Confidential Information includes, but is not limited to, trade secrets, inventions, technical data, client lists, financial data, business plans, marketing plans, and new product designs.
2. Obligations of the Receiving Party
The Receiving Party agrees to keep the Confidential Information confidential and to not disclose it to any third party except as expressly permitted under this Agreement. The Receiving Party agrees to use the Confidential Information only for the purpose of fulfilling its obligations under this Agreement.
The Receiving Party`s obligation of confidentiality and non-disclosure does not apply to any Confidential Information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was rightfully in the possession of the Receiving Party prior to receipt from the Disclosing Party;
(c) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party;
(d) is developed independently by the Receiving Party without the use of the Disclosing Party`s Confidential Information; or
(e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party provides prompt written notice to the Disclosing Party prior to disclosure and assists the Disclosing Party in seeking a protective order.
4. Ownership of Confidential Information
The Disclosing Party retains all rights, title, and interest in and to the Confidential Information. Nothing in this Agreement shall be deemed to grant the Receiving Party any right, title, or interest in or to the Confidential Information except as expressly set forth herein.
The Parties acknowledge and agree that any breach of this Agreement may cause irreparable harm for which damages may not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Agreement.
6. Term and Termination
This Agreement shall remain in effect for a period of [Insert Term] from the Effective Date. Either Party may terminate this Agreement at any time upon written notice to the other Party. The obligations of confidentiality and non-disclosure shall continue after termination of this Agreement.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State]. Any legal action arising out of or related to this Agreement shall be brought in the state or federal courts located in [Insert State], and the Parties consent to the exclusive jurisdiction of such courts.
8. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements between them.
In conclusion, an NDA can be a valuable tool in protecting your company`s confidential information. By using a well-drafted NDA confidentiality agreement sample like the one above, you can help ensure that your business remains secure and that your confidential information stays protected.