Confidentiality Agreement Template - Free Download on UpCounsel (2022)


THISCONFIDENTIALITYAGREEMENT (the "Agreement”) is enteredinto on this ____day of ___________ by and between_________________, located at ___________________ ( the”Disclosing Party”), and ___________________________ with andaddress at ______________________ (the “Recipient” or the“Receiving Party”).

TheRecipient hereto desires to participate in discussions regarding________________________ (the “Transaction”). During thesediscussions, Disclosing Party may share certain proprietaryinformation with the Recipient. Therefore, in consideration of themutual promises and covenants contained in this Agreement, and othergood and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the parties hereto agree as follows:

1.Definition of Confidential Information.

(a)For purposes of this Agreement, “Confidential Information” meansany data ofinformation that is proprietary to the DisclosingParty and not generally known to the public, whether in tangible orintangible form, whenever and however disclosed, including, but notlimited to:

(i)any marketing strategies, plans, financial information, orprojections, operations, sales estimates, business plans andperformance results relating to the past, present or future businessactivities of such party, its affiliates, subsidiaries andaffiliated companies;

(ii)plans for products or services, and customer or supplier lists;

(iii)any scientific or technical information, invention, design, process,procedure, formula, improvement, technology or method;

(iv)any concepts, reports, data, know-how, works-in-progress, designs,development tools, specifications, computer software, source code,object code, flow charts, databases, inventions, information andtrade secrets; and (v) any other information that should reasonablybe recognized as confidential information of the Disclosing Party.Confidential Information need not be novel, unique, patentable,copyrightable or constitute a trade secret in order to be designatedConfidential Information.

TheReceiving Party acknowledges that the Confidential Information isproprietary to theDisclosing Party, has been developed andobtained through great efforts by the Disclosing Party and thatDisclosing Party regards all of its Confidential Information astrade secrets.

(b)Notwithstanding anything in the foregoing to the contrary,Confidential Information shall not include information which:

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(i)was known by the Receiving Party prior to receiving the ConfidentialInformation from the Disclosing Party;

(ii)becomes rightfully known to the Receiving Party from a third-partysource not known (after diligent inquiry) by the Receiving Party tobe under an obligation to Disclosing Party to maintainconfidentiality;

(iii)is or becomes publicly available through no fault of or failure toact by the Receiving Party in breach of this Agreement;

(iv)is required to be disclosed in a judicial or administrativeproceeding, or is otherwise requested or required to be disclosed bylaw or regulation, although the requirements of paragraph 4 hereofshall apply prior to any disclosure being made; and

(v)is or has been independently developed by employees, consultants oragents of the Receiving Party without violation of the terms of thisAgreement or reference or access to any Confidential Information.

2.Disclosure of Confidential Information.

Fromtime to time, the Disclosing Party may disclose ConfidentialInformation to the Receiving Party. The Receiving Party will:

(a)limit disclosure of any Confidential Information to its directors,officers, employees, agents or representatives (collectively“Representatives”) who have a need to know such ConfidentialInformation in connection with the current or contemplated businessrelationship between the parties to which this Agreement relates,and only for that purpose;

(b)advise its Representatives of the proprietary nature of theConfidential Information and of the obligations set forth in thisAgreement and require such Representatives to keep the ConfidentialInformation confidential;

(c)shall keep all Confidential Information strictly confidential byusing a reasonable degree of care, but not less than the degree ofcare used by it in safeguarding its own confidential information;and

(d)not disclose any Confidential Information received by it to anythird parties (except as otherwise provided for herein). Each partyshall be responsible for any breach of this Agreement by any oftheir respective Representatives.

3.Use of Confidential Information.

TheReceiving Party agrees to use the Confidential Information solely inconnection with the current or contemplated business relationshipbetween the parties and not for any purpose other than as authorizedby this Agreement without the prior written consent of an authorizedrepresentative of the Disclosing Party. No other right or license,whether expressed or implied, in the Confidential Information isgranted to the Receiving Party hereunder. Title to the ConfidentialInformation will remain solely in the Disclosing Party. All use ofConfidential Information by the Receiving Party shall be for thebenefit of the Disclosing Party and any modifications andimprovements thereof by the Receiving Party shall be the soleproperty of the Disclosing Party. Nothing contained herein isintended to modify the parties' existing agreement that theirdiscussions in furtherance of a potential business relationship aregoverned by Federal Rule of Evidence 408.

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4.Compelled Disclosure of Confidential Information.

Notwithstandinganything in the foregoing to the contrary, the Receiving Party maydisclose Confidential Information pursuant to any governmental,judicial, or administrative order, subpoena, discovery request,regulatory request or similar method, provided that the ReceivingParty promptly notifies, to the extent practicable, the DisclosingParty in writing of such demand for disclosure so that theDisclosing Party, at its sole expense, may seek to make suchdisclosure subject to a protective order or other appropriate remedyto preserve the confidentiality of the Confidential Information;provided in the case of a broad regulatory request with respect tothe Receiving Party’s business (not targeted at Disclosing Party),the Receiving Party may promptly comply with such request providedthe Receiving Party give (if permitted by such regulator) theDisclosing Party prompt notice of such disclosure. The ReceivingParty agrees that it shall not oppose and shall cooperate withefforts by, to the extent practicable, the Disclosing Party withrespect to any such request for a protective order or other relief.Notwithstanding the foregoing, if the Disclosing Party is unable toobtain or does not seek a protective order and the Receiving Partyis legally requested or required to disclose such ConfidentialInformation, disclosure of such Confidential Information may be madewithout liability.


ThisAgreement shall remain in effect for a two-year term (subject to aone year extension if the parties are still discussing andconsidering the Transaction at the end of the second year).Notwithstanding the foregoing, the parties’ duty to hold inconfidence Confidential Information that was disclosed during termshall remain in effect indefinitely.


Bothparties acknowledge that the Confidential Information to bedisclosed hereunder is of a unique and valuable character, and thatthe unauthorized dissemination of the Confidential Information woulddestroy or diminish the value of such information. The damages toDisclosing Party that would result from the unauthorizeddissemination of the Confidential Information would be impossible tocalculate. Therefore, both parties hereby agree that the DisclosingParty shall be entitled to injunctive relief preventing thedissemination of any Confidential Information in violation of theterms hereof. Such injunctive relief shall be in addition to anyother remedies available hereunder, whether at law or in equity.Disclosing Party shall be entitled to recover its costs and fees,including reasonable attorneys’ fees, incurred in obtaining anysuch relief. Further, in the event of litigation relating to thisAgreement, the prevailing party shall be entitled to recover itsreasonable attorney’s fees and expenses.

7.Return of Confidential Information.

ReceivingParty shall immediately return and redeliver to the other alltangible material embodying the Confidential Information providedhereunder and all notes, summaries, memoranda, drawings, manuals,records, excerpts or derivative information deriving there from andall other documents or materials (“Notes”) (and all copies ofany of the foregoing, including “copies” that have beenconverted to computerized media in the form of image, data or wordprocessing files either manually or by image capture) based on orincluding any Confidential Information, in whatever form of storageor retrieval, upon the earlier of (i) the completion or terminationof the dealings between the parties contemplated hereunder; (ii) thetermination of this Agreement; or (iii) at such time as theDisclosing Party may so request; provided however that the ReceivingParty may retain such of its documents as is necessary to enable itto comply with its document retention policies. Alternatively, theReceiving Party, with the written consent of the Disclosing Partymay (or in the case of Notes, at the Receiving Party’s option)immediately destroy any of the foregoing embodying ConfidentialInformation (or the reasonably nonrecoverable data erasure ofcomputerized data) and, upon request, certify in writing suchdestruction by an authorized officer of the Receiving Partysupervising the destruction).

8.Notice of Breach.

ReceivingParty shall notify the Disclosing Party immediately upon discoveryof anyunauthorized use or disclosure of ConfidentialInformation by Receiving Party or its Representatives, or any otherbreach of this Agreement by Receiving Party or its Representatives,and will cooperate with efforts by the Disclosing Party to help theDisclosing Party regain possession of Confidential Information andprevent its further unauthorized use.

9.No Binding Agreement for Transaction.

Theparties agree that neither party will be under any legal obligationof any kind whatsoever with respect to a Transaction by virtue ofthis Agreement, except for the matters specifically agreed toherein. The parties further acknowledge and agree that they eachreserve the right, in their sole and absolute discretion, to rejectany and all proposals and to terminate discussions and negotiationswith respect to a Transaction at any time. This Agreement does notcreate a joint venture or partnership between the parties. If aTransaction goes forward, the non-disclosure provisions of anyapplicable transaction documents entered into between the parties(or their respective affiliates) for the Transaction shall supersedethis Agreement. In the event such provision is not provided for insaid transaction documents, this Agreement shall control.


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Eachparty warrants that it has the right to make the disclosures underthis Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THISAGREEMENT WHATSOEVER. The parties acknowledge that although theyshall each endeavor to include in the Confidential Information allinformation that they each believe relevant for the purpose of theevaluation of a Transaction, the parties understand that norepresentation or warranty as to the accuracy or completeness of theConfidential Information is being made by either party as theDisclosing Party. Further, neither party is under any obligationunder this Agreement to disclose any Confidential Information itchooses not to disclose. Neither Party hereto shall have anyliability to the other party or to the other party’sRepresentatives resulting from any use of the ConfidentialInformation except with respect to disclosure of such ConfidentialInformation in violation of this Agreement.


(a)This Agreement constitutes the entire understanding between theparties and supersedes any and all prior or contemporaneousunderstandings and agreements, whether oral or written, between theparties, with respect to the subject matter hereof. This Agreementcan only be modified by a written amendment signed by the partyagainst whom enforcement of such modification is sought.

(b)The validity, construction and performance of this Agreement shallbe governed and construed in accordance with the laws of_____________________ (state) applicable to contracts made and to bewholly performed within such state, without giving effect to anyconflict of laws provisions thereof. The Federal and state courtslocated in _______________ (state) shall have sole and exclusivejurisdiction over any disputes arising under the terms of thisAgreement.

(c)Any failure by either party to enforce the other party’s strictperformance of any provision of this Agreement will not constitute awaiver of its right to subsequently enforce such provision or anyother provision of this Agreement.

(d)Although the restrictions contained in this Agreement are consideredby the parties to be reasonable for the purpose of protecting theConfidential Information, if any such restriction is found by acourt of competent jurisdiction to be unenforceable, such provisionwill be modified, rewritten or interpreted to include as much of itsnature and scope as will render it enforceable. If it cannot be somodified, rewritten or interpreted to be enforceable in any respect,it will not be given effect, and the remainder of the Agreement willbe enforced as if such provision was not included.

(e)Any notices or communications required or permitted to be givenhereunder may be delivered by hand, deposited with a nationallyrecognized overnight carrier, electronic-mail, or mailed bycertified mail, return receipt requested, postage prepaid, in eachcase, to the address of the other party first indicated above (orsuch other addressee as may be furnished by a party in accordancewith this paragraph). All such notices or communications shall bedeemed to have been given and received

(i)in the case of personal delivery or electronic-mail, on the date ofsuch delivery,

(ii)in the case of delivery by a nationally recognized overnightcarrier, on the third business day following dispatch and

(iii)in the case of mailing, on the seventh business day following suchmailing.

(f)This Agreement is personal in nature, and neither party may directlyor indirectly assign or transfer it by operation of law or otherwisewithout the prior written consent of the other party, which consentwill not be unreasonably withheld. All obligations contained in thisAgreement shall extend to and be binding upon the parties to thisAgreement and their respective successors, assigns and designees.

(g)The receipt of Confidential Information pursuant to this Agreementwill not prevent or in any way limit either party from:

(i)developing, making or marketing products or services that are or maybe competitive with the products or services of the other; or

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(ii)providing products or services to others who compete with the other.

(h)Paragraph headings used in this Agreement are for reference only andshall not be used or relied upon in the interpretation of thisAgreement.

INWITNESS WHEREOF, the parties hereto have executed this Agreement asof the date first above written.









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This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.

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How do you write a simple confidentiality agreement? ›

I agree to treat as confidential all information about clients or former clients and their families that I learn during the performance of my duties as _______________________ (position title), and I understand that it would be a violation of policy to disclose such information to anyone without checking first with my ...

Are confidentiality agreements free? ›

A confidentiality agreement is a legally binding contract between two or more parties, often an employer and employee, in which at least one of the parties agrees not to disclose certain information. These are also known as an NDA or non-disclosure agreement. Completely free trial, no card required.

Can I make my own non-disclosure agreement? ›

An NDA template is a template of a non-disclosure agreement that an individual or company can follow to create their own NDA. The template will have the general legal information and blanks that can be filled in to create a unique NDA between two or more parties that is applicable to their relationship.

What is a one way confidentiality agreement? ›

A one-way non-disclosure agreement (NDA) is a legal contract between at least two parties that outlines confidential material, knowledge, or information that the disclosing party wishes to share with the receiving party for purposes of an actual or potential relationship, but wishes to restrict access to or by third ...

What is an example of confidentiality? ›

Sharing employees' personal data, like payroll details, bank details, home addresses and medical records. Using materials or sharing information belonging to one employee for another without their permission, like PowerPoint presentations.

How do you write a confidential document? ›

2. Clearly label all confidential information as “confidential”. This means writing “confidential” on documents or any folder you keep them in. If you are sending an email, make sure the title clearly identifies it as confidential.

What should be included in a confidentiality agreement? ›

A legally-binding confidentiality agreement must feature the following components:
  • A definition of confidential information. ...
  • Who is involved. ...
  • Why the recipient knows the information. ...
  • Exclusions or limits on confidential information. ...
  • Receiving party's obligations. ...
  • Time frame or term. ...
  • Discloser to the recipient.

Where can I get NDA form? ›

NDA Course Method of Application

Candidates should visit the official website at and then logon to the application portal. Afterward, the candidate should select “Purchase Access Code” and fill in their details to pay for their application.

How do you say that a document is confidential? ›

Marking a document "Confidential" is easy enough to do, depending on which word processing software you employ. In Word, click "Page Layout." Then, click "Watermark," and choose "Confidential." That watermark will appear on the printed version of the document.

Is an NDA the same as a confidentiality agreement? ›

NDA vs confidentiality agreement: What is the difference? A confidentiality agreement binds all parties to keep secret information confidential, while an NDA upholds secrecy by creating a confidential relationship between the parties who sign it.

How much does an NDA cost? ›

The lawyer will charge for any time spent working on the agreement which can include consultations and revisions. ContractsCounsel's marketplace data shows the average non-disclosure agreement drafting costs are $325 across all states and industries.

Does an NDA go both ways? ›

In the case where both parties share confidential information with one another, the contract is called a mutual NDA. This is the fundamental difference between unilateral and mutual NDAs: unilateral NDAs are one-way agreements, whereas mutual NDAs are two-way or reciprocal.

What is a two-way NDA? ›

A bilateral NDA (sometimes referred to as a mutual NDA or a two-way NDA) involves two parties where both parties anticipate disclosing information to one another that each intends to protect from further disclosure. This type of NDA is common for businesses considering some kind of joint venture or merger.

Does a mutual NDA protect both parties? ›

Mutual or Unilateral

A unilateral NDA means only one party is agreeing to protect the other party's confidential information; while a mutual NDA means both parties are agreeing to do so.

How do you write a confidentiality disclaimer? ›

Here's a sample confidentiality disclaimer that is brief and simple: This message and its contents are confidential. If you received this message in error, do not use or rely upon it. Instead, please inform the sender and then delete it.

What are five 5 ways of maintaining confidentiality? ›

5 ways to maintain patient confidentiality
  • Create thorough policies and confidentiality agreements. ...
  • Provide regular training. ...
  • Make sure all information is stored on secure systems. ...
  • No mobile phones. ...
  • Think about printing.
May 13, 2019

What are the 3 reasons to break confidentiality? ›

  • Breaching Confidentiality.
  • Confidentiality can be broken for the following reasons:
  • Threat to Self.
  • Threat to Others.
  • Suspicion of Abuse.
  • Duty to Warn.

What are the three different types of confidential information? ›

Three main categories of confidential information exist: business, employee and management information. It is important to keep confidential information confidential as noted in the subcategories below. Customer lists: Should someone get a hold of your customer list, they could steal customers from you.

What is a confidentiality disclaimer? ›

Confidentiality disclaimer definition (noun)

A confidentiality disclaimer is a statement declaring that a message or piece of content is meant for the listed recipient only, and should not be shared with anyone else.

What is a statement of confidentiality? ›

A confidentiality statement, also called a confidentiality agreement or clause or a non-disclosure agreement (NDA), is a binding contract. The other party agrees to keep certain information to themselves, and not disclose it. In other words, the other party must keep that information a secret.

What is a standard confidentiality clause? ›

Confidentiality Clause Defined

Confidentiality clauses, also known as non-disclosure agreements, prevent the signing party from divulging sensitive information, personally identifiable information (PII), and trade secrets. These protections are for documents as well as verbal communications.

What are the 5 key elements of a non-disclosure agreement? ›

The Key Elements of Non-Disclosure Agreements
  • Identification of the parties.
  • Definition of what is deemed to be confidential.
  • The scope of the confidentiality obligation by the receiving party.
  • The exclusions from confidential treatment.
  • The term of the agreement.
Mar 10, 2016

Is NDA form still available for 2022? ›

The admission form is on sale. The NDA form 2022 cost 3,500 Naira only (three thousand five hundred) and can be access via the NDA 74RC application portal. Applications for admission into the Nigerian Defence Academy, Kaduna for the 74th Regular Course is still open. NDA Application Form deadline is 29 June 2022.

Is NDA form still online? ›

Nigerian Defense Academy (NDA) 2022/2023 74RC application form is now available online. The NDA 2022/2023 application form for the 74th regular course degree programme is now on sale. However, below you will see the NDA Form requirements and the latest news.

What is the official website of NDA? ›

Website of National Defence Academy| National Portal of India.

How do you say please keep this confidential? ›

Just say something along the lines of "I consider this information confidential" or "I am presenting this information in confidence". If you can get away with just saying "I need to take leave for personal reasons" and not giving the information in the first place, do so.

Does an NDA have to be notarized? ›

No, it is not necessary for the nondisclosure agreement to be "notarized", nor is it necessary under California law for the signatures on such an agreement to be "witnessed".

What is an example of a non disclosure agreement? ›

This Nondisclosure Agreement (the "Agreement") is entered into by and between _______________ with its principal offices at _______________ ("Disclosing Party") and _______________, located at _______________ ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as ...

How long should an NDA last? ›

Term of agreement and survival of nondisclosure obligations

Survival periods of one to five years are typical. The term often depends on the type of information involved and how quickly the information changes.

Do I need a lawyer to draft an NDA? ›

You do not need a lawyer to create and sign a non-disclosure agreement. However, if the information you are trying to protect is important enough to warrant an NDA, you may want to have the document reviewed by someone with legal expertise.

Do confidentiality agreements hold up in court? ›

Confidentiality Issues: A court will not enforce a non-disclosure agreement if the information sought to be protected, including trade secrets or client lists, is not actually confidential.

What happens if you break a NDA? ›

He said that breaching an NDA could result in being sued for damages (i.e. compensation) and/or being made subject to an injunction – a court order which would prevent you being able to disclose the information in question.

What is the purpose of an NDA? ›

An NDA, or “nondisclosure agreement,” is a legal contract between two or more parties that tells you what info you or the other party must keep secret. NDAs are used by startups and businesses to cover their ass in case employees, prospective business partners, etc. try to disclose the business's confidential info.

What is a 3 way NDA? ›

Three-Party NDA

Like other NDAs, the three-way NDA allows all parties present at the meeting or in the negotiations to discuss the confidential idea freely and without worrying that the other parties will take their idea or violate their rights.

Can an NDA be signed by one party? ›

Like any business contract, unilateral NDAs require someone with authority (i.e., a C-suite executive) to sign the agreement on behalf of each party. Then, one party will disclose the confidential information and designate it as confidential.

What are the three types of non disclosure? ›

There are three types of NDAs: unilateral, bilateral, and multilateral.

What should be included in a confidentiality agreement? ›

A legally-binding confidentiality agreement must feature the following components:
  • A definition of confidential information. ...
  • Who is involved. ...
  • Why the recipient knows the information. ...
  • Exclusions or limits on confidential information. ...
  • Receiving party's obligations. ...
  • Time frame or term. ...
  • Discloser to the recipient.

What should be included while drafting a confidentiality agreement? ›

The agreement should identify the purpose to which the recipient can put the confidential information. All other uses of the confidential information should be prohibited. Sometimes a confidentiality agreement states that no rights are licensed by the confidentiality agreement. This is stating the obvious.

What should be included in a confidentiality policy? ›

Confidential Information includes but is not limited to patient records, student records, financial records, human resources/payroll records, legal documents, and research data.

Download this free Confidentiality and Invention Assignment Agreement. A contract between the company founders and employees, it covers key proprietary clauses.

[COMPANY. NAME]CONFIDENTIALITY. AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT. I will not, at any time, without the Company’s prior written. permission, either during or after my Services, disclose any. Confidential Information to anyone outside of the Company, or use or. permit to be used any Confidential Information for any purpose other. than the performance of my duties as a service provider of the. Company.. I acknowledge that all work performed by me is on a “work for. hire” basis, and I hereby do assign and transfer and, to the. extent any such assignment cannot be made at present, will assign. and transfer, to the Company and its successors and assigns all my. right, title and interest in all Developments that (a) relate to the. business of the Company or any customer of or supplier to the. Company or any of the products or services being researched,. developed, manufactured or sold by the Company or which may be used. with such products or services; or (b) result from tasks assigned to. me by the Company; or (c) result from the use of premises or. personal property (whether tangible or intangible) owned, leased or. contracted for by the Company (collectively, “ Company-Related. Developments ”),. and all related patents, patent applications, trademarks and. trademark applications, copyrights and copyright applications, and. other intellectual property rights in all countries and territories. worldwide and under any international conventions (“Intellectual. Property Rights”).. I understand that to the extent this. Agreement is required to be construed in accordance with the laws of. any state which precludes a requirement in an employee or other. service provider agreement to assign certain classes of inventions. made by an employee or other service provider, this paragraph 2 will. be interpreted not to apply to any invention which a court rules. and/or the Company agrees falls within such classes.. A “Prior. Invention” is any Development that I have, alone or jointly with. others, conceived, developed or reduced to practice prior to the. commencement of my Services with the Company that I consider to be. my property or the property of third parties.

A confidentiality agreement is a legally binding contract stating two parties will not share or profit from confidential information, often used by businesses.

A confidentiality agreement is a legally binding contract stating two parties will not share or profit from confidential information, often used by businesses.. A confidentiality agreement is a legally binding contract that states two parties will not share or profit from confidential information.. A confidentiality agreement (CA) may also be known as a confidentiality statement, a confidentiality clause , a non-disclosure agreement (NDA), a non-disclosure form, a proprietary information agreement (PIA), or a secrecy agreement (SA).. Confidentiality agreements can protect information about the business and the purchase agreement until a merger or acquisition is finalized.. The information not protected by a confidentiality agreement includes:. Confidentiality agreements can also deter people or businesses from profiting from your information, as they know they'll face legal consequences — including financial penalties and a court order to stop business stemming from the information if they do.. The information protected by a confidentiality agreement sets one or both parties apart.. A unilateral or one-way confidentiality agreement states one party will not disclose information held by another party.. This could include information that was known prior to creating the agreement, information about the disclosing party that the receiving party obtained through a third-party, public knowledge, information requested by the government, and information learned independently.. These include the non-disclosure agreement, disclosure provisions, and incorrect use of confidential information and may include not disclosing the information to others and taking steps to ensure the information remains confidential.. Gaining a thorough understanding of confidentiality agreements and their legalities will help you, whether you are issuing confidentiality agreements to others or being encouraged to adhere to them.

Download this free one-way non-disclosure agreement (NDA). A legal contract between two parties, it binds one party to not divulge on confidential information.

This. Non-Disclosure Agreement, dated as of [Date]. (the “Effective Date”) governs the disclosure of information by. [Company. Name]. (the “Company”) to [Recipient]. (the “Recipient”) for the purpose of exploring a potential. business relationship (the “Purpose”).. Confidential. Information.. Recipient. agrees that at all times and notwithstanding any termination or. expiration of this Agreement it will hold in strict confidence and. not disclose to any third party any Confidential Information except. as approved in writing in advance by Company, and will use the. Confidential Information for no purpose other than the Purpose.. Recipient shall only permit access to Confidential Information. to those of its employees or authorized representatives having a need. to know and who have signed confidentiality agreements or are. otherwise bound by confidentiality obligations at least as. restrictive as those contained herein.. Use. of Confidential Information.. Any reproduction of. any Confidential Information shall remain the property of Company and. shall contain any and all confidential or proprietary notices or. legends which appear on the original.. This. Agreement shall terminate three (3) years after the Effective Date,. or may be terminated by either party at any time upon thirty (30). days written notice to the other party; provided, however,. Recipient’s obligations under this Agreement shall survive. termination of the Agreement between the parties and shall be binding. upon the Recipient’s heirs, successors and assigns.. Upon. termination or expiration of the Agreement, or upon written request. of Company, Recipient shall promptly return to the Company all. documents and other tangible materials representing the Confidential. Information and all copies thereof.. Any term of this Agreement may be amended or waived only with. the written consent of the Company.. Recipient will not assign or transfer any rights or obligations under. this Agreement without the prior written consent of Company.. Recipient. agrees that upon Company’s request, all disputes arising hereunder. shall be adjudicated in the state and federal courts having. jurisdiction over disputes arising in [Company. Home County],[Company. Home State]. and Recipient hereby agrees to consent to the personal jurisdiction. of such courts.. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH. PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL. COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS. OF THIS AGREEMENT.. In. Witness Whereof, the parties hereto have caused this Non-Disclosure. Agreement to be executed as of the Effective Date.

Download this free Confidentiality Agreement Template as a Word document to enable confidential discussions between yourself and third parties.

All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.. ‘Intellectual Property’ which includes information relating to the Information Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);. k. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.. Confidential Information will not include the following information:. d. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information, the burden being on the Recipient to establish this through documentation; or. Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Use this Advisory Agreement to set the terms and expectations of the company and its advisor. It covers key elements such as confidentiality & work assignments.

This. Advisor Agreement (the “Agreement”) is made as of [Date],. by and between [Company. Name],. (the “Company”), and [Advisor. Name]. (“Advisor”) (each a “Party” and collectively the “Parties”).. In the event that the. Company is unable for any reason to secure the Advisor’s signature. to any document required to apply for or execute any patent,. copyright or other applications with respect to any Intellectual. Property (including improvements, renewals, extensions,. continuations, divisions or continuations-in-part thereof), after a. written demand is made therefore upon the Advisor (which shall refer. to the provisions of this paragraph), the Advisor hereby irrevocably. designates and appoints the Company and its duly authorized officers. and agents as the Advisor’s agents and attorneys-in-fact to act. for and in the Advisor’s behalf and instead of the Advisor, to. execute and file any such application and to do all other lawfully. permitted acts to further the prosecution and issuance of patents,. copyrights, mask works or other rights thereon with the same legal. force and effect as if executed by the Advisor.. The Parties will (a) hold all Confidential. Information in strict trust and confidence; (b) not use or permit. others to use Confidential Information in any manner or for any. purpose not expressly permitted or required by this Agreement; (c). not disclose or permit others to disclose any Confidential. Information to any third party without obtaining the other Party's. express prior written consent on a case-by-case basis; and (d) limit. access to Confidential Information to employees of each Party who. have a reasonable need to have such access in order for the Services. to be performed and who are bound by obligations to maintain the. confidentiality of Confidential Information that are at least as. protective of the Confidential Information as the provisions of this. Agreement.. Each Party's obligations under Section 7.1 with respect to any. portion of Confidential Information shall not apply to any. information that (i) was in the public domain at or subsequent to. the time it was communicated to a Party by the other Party or an. authorized person of a Party through no fault of that Party, (ii). was rightfully in a Party's possession free of any obligation of. confidence at or subsequent to the time it was communicated to. either Party or an authorized person of either Party, (iii) was. developed by employees or agents of either Party independently of. and without reference to any information communicated to either. Party or an authorized person of the Company, or (iv) is being. disclosed by either Party in response to a valid order by a court or. other governmental body, or otherwise as required by law.. Advisor represents, warrants, and covenants that (i) neither. the Work Product nor the Services will infringe or misappropriate. any intellectual property right of any person or entity;. (ii) Advisor has not and will not grant any right or interest. in the Work Product to any person or entity other than the Company;. (iii) the Work Product is not subject to any lien, encumbrance,. or other restriction on its transfer; (iv) Advisor has the full. power and authority to enter into this Agreement; (v)Advisor has. obtained and will obtain any and all assignments necessary to. satisfy its obligations under this Agreement; and (vi) Advisor. will comply with all laws in performing its obligations under this. Agreement.

This Severance Agreement template is available for free download. Avoid being sued by a terminated employee by considering asking him/her to sign one.

This. Severance Agreement (the “Agreement”) is made on this ____ day. of __________, 20__, between [Employer]. with its principal place of business located at [Employer. Place of Business]. (the "Employer") and [Employee. Name],. located at [Employee. Place of Residence]. (the "Employee"), (sometimes collectively referred to as. the "Parties").. If the Employee's employment is terminated by the Employer Without. Cause or by the Employee With Good Reason during the Employment. Period, the Employer shall provide to the Employee the Accrued. Obligations, Severance Compensation, and Other Benefits.. If the Employee's employment is terminated by the Employer For Cause. or by the Employee Without Good Reason during the Employment Period,. the Employer shall provide to the Employee the Accrued Obligations,. and shall have no other severance obligations under this agreement.. Employee's. rights to vesting of any outstanding stock options, restricted stock. awards and other equity incentive awards ("Equity-Based. Awards") and rights to exercise any outstanding Equity-Based. Awards, shall continue throughout the Severance Period in the same. manner as if the Employee continued to serve as an Employee of the. Employer during such Severance Period;. If. the Employee elects to continue health insurance coverage under the. Consolidated Omnibus Budget Reconciliation Act (”COBRA”), the. Employer shall pay the [employer] portion of the monthly premium. under COBRA for the Employee and, if applicable, the Employee's. dependents until the earliest of:. The. Employer and the Contractor respectively represents and warrants to. each other that each respectively is fully authorized and empowered. to enter into the Agreement and that their entering into the. Agreement and [to each parties' knowledge] the performance of their. respective obligations under the Agreement will not violate any. agreement between the Employer or the Contractor respectively and. any other person, firm or organization or any law or governmental. regulation.. For purposes of this Agreement, "Confidential Information". shall mean all information and materials of Employer, and all. information and materials received by Employer from third parties. (including but not limited to affiliates, subsidiaries, chapters,. and members of Employer), which are not generally publicly available. and all other information and materials which are of a proprietary. or confidential nature, even if they are not marked as such.. Employee agrees that all copyrights, trademarks, patents, and other. intellectual property rights to works or marks arising in from or in. connection with the Employee’s employment by Employer are "work. made for hire" within the definition of Section 101 of the. Copyright Act (17 U.S.C.. To. the extent any work product is not deemed to be a work made for hire. within the definition of the Copyright Act, Employee with effect. from creation of any and all work product, hereby assigns, and. agrees to assign, to Employer all right, title and interest in and. to such work product, including but not limited to copyright, all. rights subsumed thereunder, and all other intellectual property. rights, including all extensions and renewals thereof.. Employee further agrees to provide all assistance reasonably. requested by Employer, both during and subsequent to the Term of. this Agreement, in the establishment, preservation and enforcement. of Employer's rights in the work product.. During the term of this Agreement and for a period of [Non. Competition Period]. immediately following the termination of this Agreement, Employee. shall not, directly or indirectly, without the prior written consent. Employer, own, manage, operate, join, control, finance or. participate in the ownership, management, operation, control or. financing of, or be connected as an officer, director, employee,. partner, principal, agent, representative, or consultant of any. Entity engaged in the Restricted Business.. During. the term of this Agreement and for [Non-Solicitation. Period]. after any termination of this Agreement, Contractor will not,. without the prior written consent of the Employer, either directly. or indirectly, on Contractor 's own behalf or in the service or on. behalf of others, solicit or attempt to solicit, divert or hire away. any person employed by the Employer [or. any customer of the Employer].

Download our free employee confidentiality agreement to establish a contract between employee and employer: protect proprietary company information.

During the employee’s first day, it is recommended that in addition to their contract, the employee should sign the employee confidentiality agreement so that both parties are protected by law.. This Confidentiality (“Agreement”) is entered into between ________________ (“Employee”) and _____________________ (“Employer”).. The Employee agrees Confidential Information and Proprietary Data is the exclusive property of the Employer and will not remove it from the premises of the Employer under any circumstances, unless granted prior written approval by the Employer.. After termination, the Employee agrees that future employment with business competition requires the Employee to inform the new employer that they cannot disclose Confidential or Proprietary Information that the Employee learnt during their employment with the Employer.. It is agreed that this Agreement does not define the terms of the contract, nor does this Agreement guarantee the continuation of employment between the Employer and Employee.. No amendment or termination of this Agreement is binding unless it is in writing and has been signed by an authorized person of the Employer.


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