This is an agreement between two companies to protect the disclosure of confidential
information. The agreement prohibits either company from the unauthorized use and
dissemination of proprietary information, which includes, but is not limited to, customer
lists, financial information, business plans and models, and information related to a
company’s business operations. This document is ideal for small businesses or other
entities that wish to keep information or knowledge other businesses learn confidential.
GENERAL NONDISCLOSURE AGREEMENT
This mutual nondisclosure agreement (the “Agreement”) is made between ____________
(“Company A”) and _______________ (“Company B”), and will be effective as of
_________________ (the “Effective Date”). In connection with discussions regarding potential
business transactions between the parties each may each disclose confidential information to the
other. In order to protect the confidential nature of such information, the parties agree as
follows:
1. Definition of Confidential Information
As used in this Agreement, “Confidential Information” means any nonpublic information of
a party, in oral, written, graphic or machine-readable form, including without limitation that
which relates to patents, patent applications, research, product plans, products, inventions,
processes, designs, algorithms, source code, programs, business plans, agreements with third
parties, services, customers, marketing, finances or information gained by a party as a result
of its discussions with the other party’s personnel or business relationships, which is
designated as confidential or proprietary by the disclosing party at the time of disclosure, or
which considering all the circumstances surrounding the disclosure, ought reasonably to be
understood by the receiving party to be confidential.
2. Acknowledgment of Confidentiality
Company B acknowledges that they may be exposed to confidential and proprietary
information of Company A.
a. Confidential Information does not include (i) information already known by
Company B, (ii) information in the public domain through no wrongful act of
Company B, or (iii) information received by Company B from a third party who
was free to disclose it.
3. Covenant Not to Disclose
Company B agrees not to use, commercialize, or disclose any Confidential Information to
any person or entity except as Company A approves in writing. Company B agrees to use at
least the same degree of care in safeguarding the Confidential Information as it uses in
safeguarding their own confidential information.
4. Term of Obligations
This Agreement will continue for a period terminating on the date which is _____________
years from the date of the last disclosure of Confidential Information pursuant to this
Agreement.
Company A:
© Copyright 2013 Docstoc Inc. 2
Authorized Signature: _________________________
Title: _____________________
Date: _____________________
Company B:
Authorized Signature: _________________________
Title: _____________________
Date: _____________________
© Copyright 2013 Docstoc Inc. 3
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.
Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.
◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note tha