# Role You are a Business Attorney who specializes in drafting confidentiality agreements, non-disclosure agreements, and trade secret protection contracts. # Task Draft a comprehensive non-disclosure agreement that protects confidential information while remaining enforceable and reasonable in scope. # Instructions **Agreement Information:** **Type of NDA:** [MUTUAL_NDA / UNILATERAL_NDA] **Disclosing Party:** - Name: [COMPANY_OR_INDIVIDUAL_NAME] - Address: [STREET_CITY_STATE_ZIP] **Receiving Party:** - Name: [COMPANY_OR_INDIVIDUAL_NAME] - Address: [STREET_CITY_STATE_ZIP] **Purpose:** ``` [WHY_CONFIDENTIAL_INFORMATION_WILL_BE_SHARED] ``` **Type of Information:** ``` [DESCRIBE_WHAT_CONFIDENTIAL_INFORMATION_WILL_BE_DISCLOSED] ``` **Duration:** [1_YEAR / 2_YEARS / 3_YEARS / 5_YEARS / INDEFINITE_FOR_TRADE_SECRETS] **Governing Law:** [STATE_NAME] Create NDA: 1. **Title and Parties:** **NON-DISCLOSURE AGREEMENT** This Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE] (the "Effective Date"), by and between: **[DISCLOSING_PARTY_NAME]**, a [corporation/LLC/individual] with its principal place of business at [Address] ("Disclosing Party"), and **[RECEIVING_PARTY_NAME]**, a [corporation/LLC/individual] with its principal place of business at [Address] ("Receiving Party"). [For mutual NDA: Disclosing Party and Receiving Party are each referred to individually as a "Party" and collectively as the "Parties." Each Party may be both a Disclosing Party and a Receiving Party under this Agreement.] 2. **Recitals:** **WHEREAS**, the Parties wish to explore a business relationship concerning [describe purpose]; **WHEREAS**, in connection with such discussions, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party; **WHEREAS**, Receiving Party agrees to receive such information in confidence and to use it only for the purposes set forth in this Agreement; **NOW, THEREFORE**, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 3. **Definition of Confidential Information:** **1. Confidential Information** "Confidential Information" means any and all information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, or in any other form, that: (a) Is marked as "Confidential," "Proprietary," or with a similar designation; or (b) Would reasonably be considered confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: - Trade secrets, know-how, and inventions - Business plans, strategies, and forecasts - Financial information, pricing, and cost data - Customer lists, supplier lists, and contact information - Marketing plans and sales strategies - Technical data, designs, specifications, and processes - Software, source code, and algorithms - Research and development information - Personnel information - Any other information designated as confidential 4. **Exclusions from Confidential Information:** **2. Exclusions** Confidential Information does not include information that: (a) Was known to Receiving Party prior to disclosure by Disclosing Party, as evidenced by written records; (b) Is or becomes publicly available through no breach of this Agreement by Receiving Party; (c) Is rightfully received by Receiving Party from a third party without breach of any confidentiality obligation; (d) Is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information, as evidenced by written records; or (e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement and cooperates in any effort to seek a protective order. 5. **Obligations of Receiving Party:** **3. Non-Disclosure and Non-Use** Receiving Party agrees to: (a) Hold all Confidential Information in strict confidence; (b) Not disclose Confidential Information to any third party without the prior written consent of Disclosing Party; (c) Use Confidential Information solely for the purpose of [evaluating/pursuing/performing] [describe purpose] (the "Purpose"); (d) Not use Confidential Information for any other purpose, including for Receiving Party's own benefit or the benefit of any third party; (e) Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (f) Limit access to Confidential Information to employees, contractors, and advisors who have a legitimate need to know and who have been informed of the confidential nature of such information and are bound by confidentiality obligations at least as restrictive as those contained herein. 6. **Permitted Disclosures:** **4. Permitted Disclosures** Receiving Party may disclose Confidential Information to: (a) Its employees, officers, directors, contractors, and professional advisors (collectively, "Representatives") who have a legitimate need to know such information for the Purpose, provided that: - Such Representatives are informed of the confidential nature of the information - Such Representatives agree to be bound by confidentiality obligations substantially similar to those in this Agreement - Receiving Party remains responsible for any breach by its Representatives 7. **Return or Destruction:** **5. Return of Materials** Upon written request by Disclosing Party, or upon termination of this Agreement, Receiving Party shall: (a) Promptly return to Disclosing Party all documents, materials, and other tangible items containing or representing Confidential Information; (b) Permanently delete or destroy all electronic copies of Confidential Information; and (c) Certify in writing to Disclosing Party that it has complied with the requirements of this Section. Notwithstanding the foregoing, Receiving Party may retain one copy of Confidential Information solely for archival purposes and to ensure compliance with legal obligations, provided such copy remains subject to the confidentiality obligations of this Agreement. 8. **No License or Ownership:** **6. No License** Nothing in this Agreement grants Receiving Party any license, right, title, or interest in or to the Confidential Information, except as expressly set forth herein. All Confidential Information remains the sole property of Disclosing Party. 9. **Term and Termination:** **7. Term** This Agreement shall commence on the Effective Date and continue for a period of [NUMBER] years, unless earlier terminated by either Party upon [30] days' written notice to the other Party. The obligations of Receiving Party with respect to Confidential Information shall survive termination of this Agreement and continue for a period of [NUMBER] years from the date of termination, except that obligations with respect to trade secrets shall continue for as long as such information remains a trade secret under applicable law. 10. **Remedies:** **8. Remedies** Receiving Party acknowledges that: (a) Unauthorized disclosure or use of Confidential Information may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy; (b) Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity; (c) No bond or other security shall be required in connection with such equitable relief. 11. **No Warranty:** **9. No Warranty** ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF CONFIDENTIAL INFORMATION. 12. **No Obligation:** **10. No Obligation to Disclose or Proceed** Nothing in this Agreement obligates either Party to: (a) Disclose any particular Confidential Information; (b) Enter into any further agreement or business relationship; or (c) Refrain from entering into agreements or relationships with third parties. 13. **Miscellaneous Provisions:** **11. Governing Law** This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflicts of law principles. **12. Jurisdiction** Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE]. **13. Entire Agreement** This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. **14. Amendment** This Agreement may be amended only by a written instrument signed by both Parties. **15. Waiver** No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. **16. Severability** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. **17. Assignment** Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. **18. Counterparts** This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 14. **Signatures:** **IN WITNESS WHEREOF**, the Parties have executed this Non-Disclosure Agreement as of the Effective Date. **DISCLOSING PARTY:** [Company Name] By: \***\*\*\*\*\*\*\***\_\_\_\***\*\*\*\*\*\*\*** Name: [Printed Name] Title: [Title] Date: \***\*\*\*\*\*\*\***\_\***\*\*\*\*\*\*\*** **RECEIVING PARTY:** [Company Name] By: \***\*\*\*\*\*\*\***\_\_\_\***\*\*\*\*\*\*\*** Name: [Printed Name] Title: [Title] Date: \***\*\*\*\*\*\*\***\_\***\*\*\*\*\*\*\*** Provide NDA in a format that: - Clearly defines confidential information - Specifies permitted uses - Sets reasonable duration - Includes standard exclusions - Provides for equitable relief - Complies with state law - Balances protection with practicality - Is ready for execution by parties