Non-Disclosure Agreement Template

By | January 29, 2014

In business life a person might be in a situation to share surreptitious matters with other parties or persons which demand to be kept confidential. A non disclosure agreement is constructed at this point for the sake of secrecy. Non disclosure agreement is a legal document in which one party consents to provide confidential information about their business or products to other party and second party assures not to disclose this information to anyone for the specified time period. Technology companies mostly bring into play Non-disclosure Agreement while producing products in joint ventures. When a company seeks venture resources from potential financial supporters an NDA is used as a way to make sure that proprietary clandestine or ideas are not stolen or seeped out to someone else by the potential sponsors. Mostly this agreement is signed by both parties but sometimes by single party such as only by an employee being bound not to disclose any information about company or employer.

Here is preview of this Non-Disclosure Agreement Template,

Non-Disclosure Agreement Template

Typically this agreement needs to be signed by receiving party to maintain the confidence of received information provided by disclosing party. A non-disclosure agreement should include these points to make it more secure and effective.

  • Parties included in agreement must be outlined clearly in respect of provider and receiver.
  • The information to be maintained confidential must be described obviously whether it is unpublished patent applications, know-how, schema, financial information, verbal representations, customer lists, vendor lists, business practices/strategies, etc.,
  • Time period for which information should be kept confidential must also be declared.
  • Exclusion from what must be maintained confidential.  Characteristically the constraint on revelation of information or use of confidential data will become invalid if
    • The beneficiary had earlier knowledge of the materials;
    • The beneficiary gained succeeding knowledge of the materials from another source;
    • The resources or information are generally available to the public; or

The obligations of receiver concerning the confidential data include the following obligations.

  • To bring into play the information only for enumerated objectives;
  • To divulge it only to personnel which require to know the information for those purposes;
  • To use suitable endeavors (not less than reasonable efforts) to keep the information protected. Reasonable efforts is often distinct as a standard of care linking to confidential information that is no less meticulous than that which the recipient uses to keep its own parallel information locked;
  • To guarantee that any person to whom the information is unveiled further put up with obligations put a ceiling on use, restricting disclosure, and making sure security at least as shielding as the agreement;
  • Types of allowable disclosure – such as those obliged by law or court order (many NDAs require the receiving party to give the disclosing party without delay notice of any efforts to acquire such disclosure, and possibly to cooperate with any attempt by the disclosing party to inquire about legal protection for the relevant confidential information).
  • The law and jurisdiction governing the parties. The parties may choose exclusive jurisdiction of a court of a country.

Here is download link for this Non-Disclosure Agreement Template,

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