Non-Disclosure Agreement: Protecting Your Confidential Information

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the “Agreement”) is entered into as of [Date], by and between Client hereinafter known as the “Disclosing Party,” and Bespoke Business Development, hereinafter known as the “Receiving Party.”

The Disclosing Party and Receiving Party wish to discuss and exchange certain items and information related to business programs, products, applications, systems, components, technologies, and business topics (the “Invention(s)”), which the parties hereto consider highly confidential and proprietary.

NOW, THEREFORE, the parties hereto, intending to be legally bound in consideration of the mutual covenants and agreements set forth herein, hereby agree as follows:

I. TERMS & DEFINITIONS

a. “Invention(s)” shall mean all information relating to business programs, products, applications, systems, components, technologies, and business topics.

b. “Confidential Information” shall mean all information provided by the Disclosing Party with respect to the Invention(s) regardless of whether it is written, oral, audio tapes, video tapes, computer discs, machines, prototypes, designs, specifications, articles of manufacture, drawings, human or machine-readable documents. Confidential Information shall also include all information related to the Invention(s) provided by the Disclosing Party to the Receiving Party prior to the signing of this Agreement. Confidential Information shall not include any of the following:

1. Information in the public domain at the time of disclosure, or that subsequently comes into the public domain without fault of the Receiving Party;

2. Information which was in the possession of the Receiving Party at the time of disclosure, as demonstrated by business records, and was not acquired, directly or indirectly, from the Disclosing Party; or

3. Information which the Receiving Party acquired after the time of disclosure from a third party who did not require the Receiving Party to hold it in confidence and who did not acquire such information from the Disclosing Party.

c. “Disclosing Party” shall mean [Client Name], the party disclosing information to Bespoke Business Development relating to the Invention(s).

d. “Receiving Party” shall mean Bespoke Business Development, the party receiving information from the Disclosing Party relating to the Invention(s).

II. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees to:

a. Receive and maintain the Confidential Information in confidence;

b. Examine the Confidential Information at its own expense;

c. Not reproduce the Confidential Information or any part thereof without the express written consent of the Disclosing Party;

d. Not, directly or indirectly, make known, divulge, publish, or communicate the Confidential Information to any person, firm, or corporation without the express written consent of the Disclosing Party;

e. Limit the internal dissemination and disclosure of the Confidential Information received from the Disclosing Party to those officers and employees, if any, of the Receiving Party who have a need to know and an obligation to protect it;

f. Not use or utilize the Confidential Information without the express written consent of the Disclosing Party;

g. Not use the Confidential Information or any part thereof as a basis for the design or creation of any method, system, apparatus, or device similar to any method, system, apparatus, or device embodied in the Confidential Information unless expressly authorized in writing by the Disclosing Party; and

h. Utilize the best efforts possible to protect and safeguard the Confidential Information from loss, theft, destruction, or the like.

III. RETURN OF CONFIDENTIAL INFORMATION

All information provided by the Disclosing Party shall remain the property of the Disclosing Party. The Receiving Party agrees to return all Confidential Information to the Disclosing Party within 5 days of a written demand by the Disclosing Party. When the Receiving Party has finished reviewing the information provided by the Disclosing Party and has made a decision as to whether or not to work with the Disclosing Party, the Receiving Party shall return all information to the Disclosing Party without retaining any copies.

IV. ENFORCEMENT

The Receiving Party acknowledges and agrees that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The Disclosing Party shall be entitled to all remedies available at law.

V. NON-ASSIGNABLE

This Agreement shall be non-assignable by the Receiving Party unless prior written consent of the Disclosing Party is received. If this Agreement is assigned or otherwise transferred, it shall be binding on all successors and assigns.

VI. TIME-PERIOD

This Confidential Information that is shared may not be disclosed by the Receiving Party to any third party unless the information has been made public or written permission has been given by the Disclosing Party.

VII. GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance, and enforcement (including, without limitation, provisions concerning limitations of actions) shall be governed by and construed in accordance with the laws of the State of [State], notwithstanding any conflict-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom, or rule of law requiring construction against the draftsman.

VIII. NO LICENSE

Neither party does, by virtue of disclosure of the Confidential Information, grant, either expressly or by implication, estoppel or otherwise, any right or license to any patent(s), trade secret, invention(s), trademark, copyright, or other intellectual property right(s).

IX. BINDING NATURE

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.

X. SEVERABILITY

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

XI. ENTIRE AGREEMENT

This Agreement sets forth all covenants, promises, agreements, conditions, and understandings between the parties, and there are no covenants, promises, agreements, or conditions, either oral or written, between them other than herein set forth. No subsequent alteration, amendment, change, or addition to this Agreement shall be binding upon either party unless reduced to writing and signed by them.