Non-Disclosure Agreement (Unilateral)
This Non-Disclosure Agreement (the "Agreement") is made as of [Effective date] (the "Effective Date") between [Disclosing party (you or your company)], with an address at [Disclosing party address] (the "Disclosing Party"), and [Receiving party (person or company)], with an address at [Receiving party address] (the "Receiving Party"). The Disclosing Party intends to disclose confidential information to the Receiving Party for the following purpose: [Purpose of the disclosure] (the "Purpose"). In consideration of that disclosure, which the Receiving Party acknowledges is sufficient consideration, the Receiving Party agrees as follows.
1. Confidential Information
"Confidential Information" means all non-public information disclosed by or on behalf of the Disclosing Party to the Receiving Party, before or after the Effective Date, in connection with the Purpose, in any form, including in writing, orally, visually, by demonstration, or by access to premises, systems, repositories or data, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, financial statements, projections, pricing, customer, supplier and investor lists, product designs, prototypes, source code, algorithms, data sets, research, know-how, trade secrets, personnel information, and the existence and content of the Parties’ discussions.
Oral or visual disclosures are Confidential Information if identified as confidential when made or summarized in writing within thirty (30) days afterward; the absence of a summary does not remove protection from information that is obviously confidential.
2. Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate by written records: (a) was publicly available at the time of disclosure, or later became publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) was rightfully received from a third party who owed no duty of confidentiality with respect to it; or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information. A combination of features is not excluded merely because individual features are publicly known.
3. Obligations of the Receiving Party
The Receiving Party shall: (a) use Confidential Information solely for the Purpose and for no other purpose, including competing with the Disclosing Party or developing a similar product or service; (b) hold it in strict confidence and not disclose it to any person other than its employees, officers, attorneys, accountants and financial advisers who need to know it for the Purpose and who are bound by written confidentiality obligations at least as protective as this Agreement (its "Representatives"); (c) protect it with at least the degree of care it uses for its own confidential information, and never less than reasonable care; (d) not copy it except as reasonably necessary for the Purpose, and reproduce all confidentiality markings on any copy; and (e) not reverse engineer, decompile or disassemble any prototype, software, sample or other object that embodies Confidential Information.
The Receiving Party is responsible for any act or omission of its Representatives that would breach this Agreement if committed by the Receiving Party. It shall notify the Disclosing Party promptly upon learning of any unauthorized use or disclosure and shall cooperate reasonably to regain possession and prevent further unauthorized use.
4. Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena or court order to disclose any Confidential Information, it shall, to the extent legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order, shall cooperate reasonably in that effort at the Disclosing Party’s expense, and shall disclose only the portion that its counsel advises is legally required. Information disclosed under this Section remains Confidential Information for all other purposes.
5. Term and Survival
This Agreement governs disclosures made during the [Term of the agreement (years)] year period beginning on the Effective Date. The Receiving Party’s obligations with respect to Confidential Information continue for [Confidentiality period after the term ends (years)] years after that period ends. Obligations with respect to any Confidential Information that constitutes a trade secret under applicable law continue for as long as it remains a trade secret, and obligations with respect to personal data continue for as long as applicable privacy law requires. The Disclosing Party may end further disclosures at any time by written notice, which does not shorten the Receiving Party’s obligations as to information already disclosed.
6. Return or Destruction
Within ten (10) business days after the Disclosing Party’s written request, and in any event when the Purpose is completed or abandoned, the Receiving Party shall return or destroy all documents and materials containing Confidential Information, including copies, notes, analyses and extracts, and shall certify in writing that it has done so. The Receiving Party need not purge copies held in routine backup systems that are not readily accessible, provided those copies remain subject to this Agreement for as long as they exist.
7. No Licence; No Obligation; No Warranty
All Confidential Information remains the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or right under any patent, copyright, trademark, trade secret or other intellectual property right except the limited right to use Confidential Information for the Purpose. Nothing in this Agreement obligates the Disclosing Party to disclose any particular information or either party to enter into any further agreement. Confidential Information is provided "as is", without warranty of accuracy or completeness, and the Receiving Party shall not rely on it except as provided in a definitive written agreement.
8. Trade Secrets and Whistleblower Notice
The Receiving Party acknowledges that the Confidential Information may include trade secrets protected by the Defend Trade Secrets Act of 2016 and applicable state law, and that misappropriation is subject to the remedies those laws provide in addition to the remedies in this Agreement.
Notice under 18 U.S.C. §1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing in this Agreement prohibits reporting possible violations of law to any governmental agency or making other disclosures protected by whistleblower laws.
9. Remedies
The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information would cause the Disclosing Party irreparable harm for which money damages would be an inadequate remedy. The Disclosing Party is therefore entitled to seek injunctive relief and specific performance without posting a bond and without proving actual damages, in addition to all other remedies available at law or in equity. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorney fees and costs.
10. General
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to its conflict of laws rules, and the Parties submit to the exclusive jurisdiction of the state and federal courts located in that state, except that the Disclosing Party may seek injunctive relief in any court of competent jurisdiction. Notices shall be in writing and delivered to the addresses above or to the email addresses in the execution record, and are effective on receipt.
This Agreement is the entire agreement between the Parties about its subject and supersedes all prior understandings about the Purpose. It may be amended or waived only in a writing signed by both Parties, and no failure or delay in enforcing it is a waiver. The Receiving Party may not assign this Agreement; the Disclosing Party may assign it to a successor to the business to which the Confidential Information relates. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue in effect. This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the Party for whom they sign.
Signatures
Disclosing party · Receiving party