A non-disclosure agreement, or “NDA,” is a document used for preventing the sharing of confidential information. The contract identifies the type of info that must be kept secret, how long the recipient of the information must abide by the NDA, and what the recipient gains in exchange for signing the agreement.
The form is commonly used in business settings to encourage cooperation without the risk of vital information getting into the wrong hands.
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A non-disclosure agreement is a form used for safeguarding a company’s proprietary information that is both valuable and generally unknown to the public. The person or company receiving information is bound from disclosing it to any third parties unless explicitly permitted in the contract. Typically, an NDA will expire after a certain period of time, such as one (1) to three (3) years. The most popular use of the form is when hiring an employee.
A non-disclosure agreement can be drafted in three different ways to form the following types of relationships:
- Unilateral (“One-way”) – One party shares the information (the disclosing party), and another gains knowledge of it (the receiving party).
- Mutual (“Two-way”) – Both parties are required to keep information shared with each other under wraps.
- Multilateral – The sharing of confidential information when more than two parties are involved.
NON-DISCLOSURE AGREEMENT (NDA)
1. THE PARTIES. This Non-Disclosure Agreement, hereinafter known as the “Agreement,” is created this [MM/DD/YYYY] by and between [1ST PARTY NAME], hereinafter known as “1st Party,” and [2ND PARTY NAME], hereinafter known as “2nd Party,” and collectively known as the “Parties.”
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of confidential and proprietary information (the “Confidential Information”). The Parties agree as follows:
2. AGREEMENT TYPE. Check one (1):
☐ – Unilateral – This Agreement shall be Unilateral, whereas the 1st Party shall have sole ownership of the Confidential Information, with the 2nd Party being prohibited from disclosing the Confidential Information to be released by the 1st Party.
☐ – Mutual – This Agreement shall be Mutual, whereas the Parties shall be prohibited from disclosing the Confidential Information that is to be shared between one another.
3. RELATIONSHIP. The 1st Party’s relationship to the 2nd Party can be described as [1ST PARTY RELATIONSHIP], and the 2nd Party’s relationship to the 1st Party can be described as [2ND PARTY RELATIONSHIP].
4. DEFINITION OF CONFIDENTIAL INFORMATION. For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or a similar utility in which the Party(ies) is/are engaged.
5. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. Neither Party shall, without the other Party’s written approval, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials within seven (7) days to the Requesting Party. This Section shall not apply to the 1st Party if this Agreement is Unilateral.
6. TIME FRAME. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.
7. INTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
8. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
9. ENFORCEMENT. The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
10. GOVERNING LAW. This Agreement shall be governed under the laws in the State of [STATE NAME].
11. SIGNATURES. In witness whereof, the parties hereto have executed this Agreement as of the date written below.
1st Party Signature: _____________________ Date: [MM/DD/YYYY]
Printed Name: [1ST PARTY NAME]
2nd Party Signature: _____________________ Date: [MM/DD/YYYY]
Printed Name: [2ND PARTY NAME]