This is a template for an agreement between a company and an individual who is
exposed to confidential information to keep the company's proprietary information
confidential. Confidential information includes, but is not limited to, patents, trade
secrets, business plans, designs, copyrighted work, ideas, discoveries, and models. In
addition, this agreement disclaims the confidentiality of certain information that was
freely available in the public domain. This document should be used by small
businesses or other entities that want the proprietary information they share with
individuals to remain confidential.
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) effective as of this
________________ day of ______________________, 20__________, governs the disclosure
of information by and between ____________________________ (the “Company”) and
_______________________ (the “Recipient”).
1. Confidential Information
"Confidential Information" shall mean any information provided by Company in writing, or
communicated orally, electronically, or in any other form, to the Recipient, including but not
limited to patent(s) and patent applications, trade secret, business plans, designs, copyrighted
work, proprietary information, ideas, discoveries, techniques, sketches, drawings, works of
authorship, models, inventions, creations, improvements, developments know-how, processes,
apparatuses, equipment, systems, components, technologies, algorithms, formulae, software
programs, software source documents, products and services, customer lists, suppliers, investors,
employees, licensors, licensees, affiliates, partners, business forecasts, sales and merchandising,
training methods and materials and marketing plans.
2. Exceptions to Confidential Information
Confidential Information shall not include the following:
(a) Information which was freely available in the public domain at the time it was
communicated to the Recipient by the Company;
(b) Information which subsequently came to public domain through no fault of the Recipient;
(c) Information which is in the Recipient's possession free of any obligation of confidence at
the time it was communicated to the Recipient by the Company;
(d) Information independently developed by the Recipient or its representatives without
reference to any information communicated to the Recipient by the Company;
(e) Information provided by Recipient in response to a valid order by a court or other
governmental body, was otherwise required by law; or
(f) Information approved for release by written authorization of an officer or representative
of the Company;
3. Use of Confidential Information
Recipient hereby agrees: (i) to hold the Confidential Information in strict confidence and to take
all reasonable steps and precautions to protect such Confidential Information (including, without
limitation, all precautions the Recipient employs with respect to its own confidential
information), (ii) not to disclose any such Confidential Information or any information derived
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there from to any third person or entity, (iii) not to make any use of such Confidential
Information except to evaluate internally its relationship with the Company, and (iv) not to copy
or reverse engineer any such Confidential Information.
4. Permitted Disclosures
Recipient shall disclose the Confidential Information received under this Agreement to any
person within its organization only if such persons (i) have a need to know and (ii) are bound in
writing to protect the confidentiality of such Confidential Information. This Section shall survive
and continue after any expiration or termination of this Agreement and shall bind Recipient, its
employees, agents, representatives, successors, heirs and assigns
5. Ownership
Recipient recognizes that all work products and any tangible information including but not
limited to plans, photographs, records, data, notes, reports and other documents prepared by
Recipient by using the Confidential Information of Company, including all copies thereof, are
and shall be the sole property of Company. This Agreement shall not be construed in a manner in
which the Recipient will acquire by implication or otherwise any right in or title to or license in
respect of the Confidential Information disclosed to it by the Company. Upon receipt of any
request by the Company Recipient agrees to immediately deliver all such materials prepared by
Recipient to Company.
6. Term
This Agreement shall terminate _______________ year(s) from the date above written.
However, the Recipient's confidentiality obligations under this Agreement shall survive the
termination of this Agreement and shall be binding for a period of _______________ years.
7. Return of Confidential Information
All Confidential Information provided by Company under this Agreement shall remain the sole
and exclusive property of the Company. Recipient agrees to return and destroy all Confidential
Information to Company within fifteen (15) days of written demand by Company.
8. Specific Performance
The Recipient understands and acknowledges that any disclosure or misappropriation of any of
the Confidential Information in violation of the terms of this Agreement may cause Company
irreparable harm, the amount of whic