Non-Disclosure Agreement Template for Startups | Protect Your Ideas

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of {EffectiveDate} (the "Effective Date") by and between:

{CompanyName}, a company organized and existing under the laws of {CompanyJurisdiction}, with its principal place of business at {CompanyAddress} ("Disclosing Party");

AND

{RecipientName}, {RecipientType} organized and existing under the laws of {RecipientJurisdiction}, with its principal place of business at {RecipientAddress} ("Receiving Party").

WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to {PurposeOfDisclosure} (the "Purpose"); and

WHEREAS, Disclosing Party desires to disclose such Confidential Information to Receiving Party for the Purpose, and Receiving Party desires to receive such Confidential Information subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION.
"Confidential Information" means any and all information, whether written, oral, electronic, or in any other form, disclosed by Disclosing Party to Receiving Party, directly or indirectly, including but not limited to, business plans, financial data, product designs, specifications, software code, algorithms, customer lists, marketing strategies, trade secrets, and any other proprietary information that is not generally known to the public. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of Receiving Party;
(b) was rightfully known to Receiving Party, without restriction, prior to disclosure by Disclosing Party;
(c) is rightfully acquired by Receiving Party from a third party who has the right to disclose it without restriction;
(d) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information.

2. OBLIGATIONS OF RECEIVING PARTY.
Receiving Party agrees:
(a) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such information;
(b) not to disclose the Confidential Information to any third party without the prior written consent of Disclosing Party;
(c) not to use the Confidential Information for any purpose other than the Purpose;
(d) to limit access to the Confidential Information to its employees, contractors, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. TERM.
The obligations of confidentiality and non-use set forth in this Agreement shall remain in effect for a period of {TermLength} from the Effective Date, or indefinitely for trade secrets, unless otherwise agreed in writing by both parties.

4. RETURN OF CONFIDENTIAL INFORMATION.
Upon the written request of Disclosing Party, or upon termination of the Purpose, Receiving Party shall promptly return to Disclosing Party or destroy all Confidential Information (and all copies thereof) in its possession or control, and certify such destruction in writing.

5. NO LICENSE.
Nothing in this Agreement shall be construed as granting any right or license to Receiving Party under any patents, copyrights, trademarks, or other intellectual property rights of Disclosing Party.

6. REMEDIES.
Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to Disclosing Party, for which monetary damages alone would not be an adequate remedy. Therefore, Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

7. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of {GoverningLawState}, without regard to its conflict of laws principles.

8. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

_____________________________
By: {CompanyName}
Name: {CompanySignerName}
Title: {CompanySignerTitle}

RECEIVING PARTY:

_____________________________
By: {RecipientName}
Name: {RecipientSignerName}
Title: {RecipientSignerTitle}