Non-Disclosure Agreement (NDA)
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement ("Agreement") is made and entered into as of [Insert Date], by and between:
Parties:
Tech Company B
[Insert full legal name of Tech Company B]
[Insert address]
("Disclosing Party")Employee A
[Insert full legal name of Employee A]
[Insert address]
("Receiving Party")
(Collectively referred to as the "Parties").
RECITALS:
WHEREAS, in connection with Employee A's employment with Tech Company B, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party;
WHEREAS, the Parties wish to protect the confidentiality of such information;
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION:
"Confidential Information" shall include, but not be limited to, all data, materials, products, technology, business plans, financial information, customer lists, software, and other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or electronic form.
2. OBLIGATIONS OF RECEIVING PARTY:
Receiving Party agrees to:
(a) Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
(b) Use the Confidential Information solely for the purpose of performing duties as an employee of Tech Company B and not for any other purpose.
(c) Take all reasonable precautions to protect the confidentiality of the Confidential Information, at least as stringent as those it takes to protect its own confidential information.
(d) Promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.
3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION:
Confidential Information does not include information that:
(a) Is or becomes publicly available without breach of this Agreement by the Receiving Party;
(b) Was known to the Receiving Party prior to disclosure by the Disclosing Party;
(c) Is received from a third party without breach of any obligation of confidentiality;
(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
4. TERM:
This Agreement shall commence on the date first written above and shall continue in effect for the duration of the Receiving Party's employment with the Disclosing Party and for a period of [Insert number] years thereafter, unless terminated earlier by either Party with [Insert number] days written notice.
5. RETURN OF MATERIALS:
Upon termination of this Agreement or upon written request from the Disclosing Party, the Receiving Party shall promptly return or destroy all materials embodying Confidential Information.
6. NO LICENSE:
Nothing in this Agreement shall be construed as granting any rights to the Receiving Party under any patent, copyright, or other intellectual property rights of the Disclosing Party.
7. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to its conflict of law principles.
8. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether oral or written.
9. AMENDMENTS:
This Agreement may not be amended or modified except in writing signed by both Parties.
10. SEVERABILITY:
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11. ACKNOWLEDGEMENT:
The Parties acknowledge that they have read and understood this Agreement, and agree to be bound by its terms.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first above written.
[Tech Company B Representative Name]
Title: [Insert Title]
Date: [Insert Date]
[Employee A's Name]
Date: [Insert Date]
NOTE: The Parties are encouraged to consult with a legal professional to tailor this NDA to specific needs and ensure compliance with local laws and regulations.