Printable NDA Template for Small Business – Protect Your Ideas

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

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

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

AND

{ReceivingPartyCompanyName} (or {ReceivingPartyIndividualName}), a company organized and existing under the laws of {ReceivingPartyState} (or an individual residing at {ReceivingPartyAddress}), with its principal place of business at {ReceivingPartyAddress} (the "Receiving Party").

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information that it desires to disclose to the Receiving Party for the purpose of {PurposeOfDisclosure} (the "Purpose"); and

WHEREAS, the Receiving Party is willing to receive such information subject to the terms and conditions set forth herein.

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

1. DEFINITION OF CONFIDENTIAL INFORMATION.
"Confidential Information" shall mean any and all technical and non-technical information, including but not limited to, trade secrets, business plans, product plans, product designs, product roadmaps, financial information, customer lists, pricing data, marketing strategies, inventions, ideas, concepts, know-how, designs, specifications, drawings, data, prototypes, computer programs, software, algorithms, source code, object code, developments, research, processes, techniques, formulas, engineering data, manufacturing processes, and any other information of a confidential nature, whether oral, written, graphic, or electronic, disclosed by the Disclosing Party to the Receiving Party under this Agreement, directly or indirectly, in any form or medium.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION.
Confidential Information shall not include any information that:
(a) is or becomes publicly known through no fault of the Receiving Party;
(b) was rightfully known by the Receiving Party prior to its disclosure by the Disclosing Party;
(c) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure;
(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or
(e) is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party of such requirement and cooperates with the Disclosing Party in any effort to obtain a protective order or other appropriate remedy.

3. OBLIGATIONS OF RECEIVING PARTY.
The Receiving Party agrees to:
(a) hold the Confidential Information in strict confidence and use the same degree of care to protect it as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care;
(b) not disclose, reproduce, or transmit the Confidential Information to any third party without the prior written consent of the Disclosing Party;
(c) use the Confidential Information solely for the Purpose stated herein;
(d) 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 no less restrictive than those contained herein.

4. TERM.
The obligations of confidentiality and non-disclosure under this Agreement shall remain in effect for a period of {ConfidentialityTermYears} ({ConfidentialityTermYearsWritten}) years from the Effective Date, or indefinitely for trade secrets.

5. RETURN OF MATERIALS.
Upon the Disclosing Party's request, or upon termination of the discussions or relationship between the parties, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including all copies, extracts, or other reproductions thereof, or, at the Disclosing Party's option, destroy all such Confidential Information and certify such destruction in writing to the Disclosing Party.

6. NO LICENSE.
Nothing in this Agreement is intended to grant any license or rights under any patents, copyrights, trademarks, or trade secrets of the Disclosing Party.

7. REMEDIES.
The Receiving Party acknowledges that unauthorized disclosure or use of the Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages would be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent any actual or threatened breach of this Agreement.

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

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

10. AMENDMENTS.
Any amendment or modification to this Agreement must be in writing and signed by both parties.

11. SEVERABILITY.
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

DISCLOSING PARTY:
{DisclosingPartyCompanyName}

By: _________________________
Name: {DisclosingPartySignerName}
Title: {DisclosingPartySignerTitle}
Date: _________________________

RECEIVING PARTY:
{ReceivingPartyCompanyName} (or {ReceivingPartyIndividualName})

By: _________________________
Name: {ReceivingPartySignerName}
Title: {ReceivingPartySignerTitle} (N/A if individual)
Date: _________________________