Don't tell anyone

NDA Template Number 1

Non Disclosure Agreement (NDA) Template




XYZ, Inc., San Francisco, CA (“XYZ”) and ____ wish to disclose to each other certain Confidential Information relating to Discloser’s technologies, systems, trade secrets, business plans and other intellectual property, including information regarding third parties, for purposes of evaluation and decision regarding potential business relationships.


Recipient agrees to keep, hold, maintain in confidence and to neither directly nor indirectly disclose to any third party, for three (3) years, all such Confidential Information and will use Confidential Information only to evaluate potential business relationships with Discloser.  Recipient agrees to take all actions necessary to protect Confidential Information from unauthorized disclosure and use.


Recipient agrees it will return within ten (10) days after written request by Discloser all documents and tangible confidential information that may be in Recipient’s possession containing any part of disclosed Confidential Information.


Recipient’s obligations of confidentiality and non-use assumed under this Agreement shall not apply to: a) information which at the time of disclosure is in the public domain; b) Information which becomes part of the public domain without the breach of any confidentiality obligation owed to Discloser; c) Information known to the Recipient prior to the disclosure thereof by Discloser to Recipient, as established by Recipient’s written records; d) Information lawfully disclosed to Recipient by a third party who does not owe any duty to, and who is not under an obligation of confidentiality to Discloser with respect to Confidential Information.


This Agreement shall be governed by and construed in accordance with the laws of the State of California.  Any claim arising out of or in connection with this Agreement shall be brought in the State of California, County of San Francisco.


Recipient agrees that unauthorized disclosure or use of Confidential Information by Recipient is likely to give rise to irreparable injury to Discloser for which Discloser will have no adequate remedy at law.  Accordingly, in the event of any threatened or actual disclosure or use of Confidential Information in violation of this Agreement, Discloser shall, in addition to all other remedies available under law or equity, be entitled to obtain injunctive relief.  In any action to obtain such injunctive relief, Recipient shall not argue that Discloser has or had an adequate remedy at law.


If any portion of this Agreement is found to be illegal or unenforceable then Recipient shall be relieved of responsibilities arising under such portion, to the extent that such portion is illegal or unenforceable.  All other provisions of this Agreement shall remain in full force and effect.


No rights or obligations other than those expressly recited herein are implied by this Agreement.  In particular, no license of any kind is hereby granted directly or indirectly under any patent, copyright, trade secret or other intellectual property right now held or which may be obtained by Discloser.


This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and expressly supersedes all prior understandings and agreements.




XYZ, Inc.…StreetSan Francisco, CA 94111 ABCSeattle, Washington 
Signed:___________________________________ Signed:___________________________________
Name:___________________________________ Name:____________________________________
Title:____________________________________ Title:_____________________________________
Date:____________________________________ Date:_____________________________________



Don’t forget to change the names and addresses.

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