Sample Nondisclosure Agreement

Drawing up a nondisclosure (confidentiality) agreement is best left to an attorney familiar with the laws in your state. Before meeting with an attorney, however, you may want to have an idea of what might be included so you are prepared. Here is a sample of what a nondisclosure agreement might look like to help you decide what you may want to include in a confidentiality agreement for your company. Additional items may be included depending upon the particulars of your situation and the laws of your state.

This Nondisclosure Agreement ("Agreement") is entered into as of ________ ("Effective Date") by and between ________ ("Owner"), with its principal offices located at ________, and ________ ("Recipient"), located at ________.

The parties in this agreement consent to enter into a confidential relationship with respect to the disclosure of certain confidential information ("Confidential Information") as follows:

1. Confidential Information shall include all information, data, technology, systems, processes, plans and other information that could have value to the Owner. The Owner shall clearly indicate that any materials being transmitted are considered Confidential Information.
   1. Publicly known through no fault of the Recipient;
   2. Known by the Recipient before disclosure by Owner;
   3. Learned by the Recipient from a third party with no restriction on disclosure;
   4. Disclosed by Recipient with Owner's prior written approval.
2. The Recipient shall have no obligation of confidentiality for information that is:
3. Recipient shall hold the Confidential Information in strictest confidence and shall not use the information other than for the Owner's benefit. Recipient shall carefully restrict access to Confidential Information to employees and third parties, except with the specific prior written authorization of Owner. Upon the request of Owner, Recipient shall return to Owner any and all Confidential Information immediately.
4. The Recipient's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information is no longer a trade secret or until Owner provides written notice releasing Recipient from this Agreement.
5. Nothing in this Agreement shall be construed as giving any rights to any Confidential Information. Recipient agrees not to use any Confidential Information as a basis upon which to develop a similar product.
6. Recipient agrees not to disclose its participation in this undertaking, the existence or terms and conditions of the Agreement, or the fact that discussions are being held with Owner.
7. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of _________. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted as to the intent of the parties. Owner may obtain, in addition to any other legal remedies, such relief as may be necessary to protect Owner against any breach.
8. Any notice connected to this Agreement shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail.

This Agreement and each party's obligations shall be binding on the representatives, assignees and successors of such party.

______________________   _________   ______________________   _________

Owner                                         Date                         Recipient                      Date

This sample Nondisclosure Agreement is not a substitute for legal advice. It is only an example of what this document might contain.