THIS AGREEMENT is made effective as of _____________, by and between _______________ , and ______________________ to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other in connection with certain negotiations or discussions. In reliance upon and in consideration of the following undertakings, the parties agree as follows:
1. Subject to the limitation set forth in Paragraph 2, all tangible or electronic information disclosed to the other party shall be deemed to be “Proprietary Information.” In particular, Proprietary Information shall be deemed to include any trade secret, information, process, technique, algorithm, computer program (source and object code), design, drawing, formula or test data, relating to any research project, work in process, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors or business, whether in oral, written, graphic or electronic form.
2. The term “Proprietary Information” shall not be deemed to include information which: (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (b) is known by the receiving party at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of this Agreement; or (e) is the subject of an explicit written permission to disclose provided by the disclosing party to the receiving party.
3. Each party shall maintain all Proprietary Information in trust and confidence, shall treat the Proprietary Information with at least the degree of care that it treats similar materials of its own, or a higher standard of care if reasonable under the circumstances, and shall not disclose to any third party (except contractors or agents who have a need to know and who the receiving party covers under an appropriate nondisclosure agreement, substantially in the form of this agreement). The recipient’s personal use, if any, of any Proprietary Information will be allowed only to the extent it does not violate any California or federal laws or regulations. No rights or licenses to trademarks, inventions, copyrights or patents are implied or granted under this Agreement.
4. Proprietary Information shall not be reproduced, modified, copied or adapted in any form except as required to accomplish the intent of this Agreement.
5. No Proprietary Information shall be disclosed to any employee who does not have a need for such information. The receiving party shall not disclose any Proprietary Information to any third party without the disclosing party’s express written consent. Notwithstanding the foregoing, the receiving party shall be liable to the disclosing party with respect to each of the receiving party’s employees, agents, contractors or consultants at all times, regardless of termination of any employment or any agreement with such third party to whom it passes on Proprietary Information as provided herein, for any breach of confidentiality or non-disclosure obligations by any such third party in connection with Proprietary Information.
6. All Proprietary Information (including all copies thereof) shall remain the property of the disclosing party and upon request shall be returned to the disclosing party or destroyed.
7. Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure: (a) is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; having jurisdiction over the subject matter, provided, however, that the responding party shall first have given prompt notice to the other party hereto to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which the order was issued; (b) is otherwise required by law; or (c) is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure is necessary.
8. The obligations of the respective parties under this Agreement shall continue in full force and effect for a period of two (2) years.
9. This Agreement shall be governed by the laws of the State of California, excluding its conflicts of laws principles.
10. This Agreement, contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. This Agreement may not be changed, modified amended or supplemented except by a written instrument signed by both parties.
11. Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the other party, including, without limitation, the actual or threatened disclosure or unauthorized use of a disclosing party’s Proprietary Information without the prior express written consent of the disclosing party, the disclosing party may suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to seek specific performance of the receiving party’s obligations under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
12. The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors and administrators and permitted assigns.
13. This Agreement and the rights and obligations granted to and undertaken by the parties shall not be assignable or transferable, in whole or in part, by either party without the prior written consent of the other party.
14. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed and the remainder of this Agreement will continue in full force and effect.
|AGREED TO:||AGREED TO:|
| By: _______________________________ |
| By: _______________________________ |
|Name: ____________ ___________________||Name: ____________ ___________________|
|Title: ______________________________||Title: ____________________________|
For use outside of this site you can download our statement here: Standard NDA.pdf