A Confidentiality and Non-Disclosure Agreement (NDA) Template is a legal document used to protect sensitive information exchanged between parties, typically during business transactions, collaborations, or employment relationships.
Introduction: An introductory section that identifies the parties involved in the agreement, namely the disclosing party (referred to as the "Disclosing Party") and the receiving party (referred to as the "Receiving Party"), and provides a brief overview of the purpose of the agreement.
Definition of Confidential Information: Clear definition of what constitutes "Confidential Information" covered by the agreement, including proprietary information, trade secrets, business plans, customer lists, technical data, and any other sensitive information disclosed by the Disclosing Party.
Obligations of the Receiving Party: Commitment by the Receiving Party to maintain the confidentiality of the Confidential Information and to use it solely for the purpose specified in the agreement, with restrictions on disclosure, reproduction, or use for any other purpose without the prior written consent of the Disclosing Party.
Exceptions to Confidentiality: Specification of circumstances under which the Receiving Party may disclose or use the Confidential Information without breaching the agreement, such as with the Disclosing Party's prior written consent or as required by law.
Non-Disclosure of Agreement: Agreement by both parties not to disclose the existence or terms of the NDA itself, except to legal advisors, accountants, or other professionals with a legitimate need to know, or as required by law.
Duration of Confidentiality Obligations: Establishment of the duration of the confidentiality obligations, including the start date and end date of the agreement, as well as any provisions for extending or terminating the confidentiality obligations.
Return or Destruction of Information: Requirement for the Receiving Party to return or destroy all Confidential Information received under the agreement upon the request of the Disclosing Party, and certification of such return or destruction.
Ownership of Information: Acknowledgment that the Confidential Information remains the property of the Disclosing Party, and that no license or rights to the Confidential Information are granted to the Receiving Party except as expressly provided in the agreement.
Remedies for Breach: Specification of remedies available to the Disclosing Party in the event of a breach of the agreement by the Receiving Party, including injunctive relief, damages, or other legal remedies.
Governing Law and Jurisdiction: Specification of the jurisdiction whose laws will govern the interpretation and enforcement of the agreement, as well as the venue for resolving disputes.
Miscellaneous Provisions: Any additional terms or conditions relevant to the specific confidentiality and non-disclosure agreement, such as warranties, indemnification clauses, or regulatory compliance.
Signatures: Signatures of authorized representatives of both the Disclosing Party and the Receiving Party, indicating their agreement to the terms and conditions outlined in the agreement.
It's important to note that while a Confidentiality and Non-Disclosure Agreement Template provides a starting point for documenting the terms of the confidentiality obligations, it should be customized to reflect the specific details and requirements of each agreement. Additionally, it's recommended to seek legal advice to ensure compliance with relevant laws and regulations and to address any potential legal or operational risks associated with the agreement.