Non-Disclosure Agreement (NDA): FREE To Download, Edit & Use [DOCX PDF]

Non-Disclosure Agreements (NDA) are used for protecting sensitive information in a variety of professional circumstances.

Whether you’re an individual or business entity, NDAs offer a legal framework for safeguarding your proprietary secrets. On this page, we provide an easy-to-edit Word Document of a standard NDA. The agreement is fully adaptable and can be customized to meet your unique needs. Download, edit, and use it as necessary to protect your confidential information efficiently and effectively.

1. DEFINITIONS

For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, all information and proprietary materials belonging to [Disclosing Party], including, but not limited to, business plans, customer lists, operation procedures, trade secrets, design formulas and programming codes, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information, notwithstanding whether such information was discovered by or disclosed to the Receiving Party as a result of the Parties’ business relationship.

2. NON-DISCLOSURE

[Receiving Party] agrees to use the Confidential Information for the purpose for which it was disclosed and not for any other purpose. [Receiving Party] agrees not to disclose any Confidential Information to third parties without the prior written consent of [Disclosing Party]. [Receiving Party] agrees to take all necessary steps to maintain the confidentiality of the Confidential Information and to prevent unauthorized use, disclosure, publication, or dissemination of Confidential Information.

3. EXCEPTIONS

The obligations set forth in Section 2 shall not apply to any information that: (a) was known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (b) is independently developed by the Receiving Party; (c) is acquired by the Receiving Party from another source without restriction as to use or disclosure; or (d) is or becomes publicly available through no fault of the Receiving Party.

4. RETURN OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement, [Receiving Party] will return all copies and reproductions of the Confidential Information received from [Disclosing Party], and will erase all electronic copies of such Confidential Information, except for copies that are made and stored as part of routine backup procedures.

5. NON-CIRCUMVENTION

[Receiving Party] agrees not to bypass, compete, avoid or circumvent [Disclosing Party] from any opportunity that relates to the Confidential Information by exploiting or using the Confidential Information disclosed under this Agreement.

6. REMEDIES

[Receiving Party] agrees that any violation or threatened violation of this Agreement will cause irreparable injury to [Disclosing Party], entitling [Disclosing Party] to obtain injunctive relief in addition to all legal remedies.

7. MISCELLANEOUS

This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and must be signed by both parties.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of [State], without regard to its conflict of laws principles.

This Agreement is executed by both parties as of the date first below written:

[Disclosing Party] ________________ Date: ________________

[Receiving Party] ________________ Date: ________________

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