Download a customizable Non-Disclosure Agreement (NDA) template in Word format for your business needs. Safeguard confidential information with our comprehensive NDA template. Protect your interests and maintain confidentiality with ease.
Basic template for a non-disclosure agreement (NDA):
**Non-Disclosure Agreement**
This Non-Disclosure Agreement ("Agreement") is made and entered into between [Disclosing Party's Name], with its principal place of business at [Disclosing Party's Address] ("Disclosing Party"), and [Receiving Party's Name], with its principal place of business at [Receiving Party's Address] ("Receiving Party").
1. **Confidential Information**\
The term "Confidential Information" refers to any information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. **Obligations of Receiving Party**\
The Receiving Party agrees to:
a. Use the Confidential Information solely for the purpose of [Specify Purpose] and not for any other purpose without the prior written consent of the Disclosing Party.
b. Maintain the confidentiality of the Confidential Information using the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
c. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
d. Limit access to the Confidential Information to only those employees, contractors, or agents who have a need to know the information for the purpose stated in Section 2(a) and who are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
e. Promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information.
3. **Exceptions**\
The obligations set forth in this Agreement shall not apply to any information that:
a. Was already known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records;
b. Is or becomes publicly available through no fault of the Receiving Party;
c. Is rightfully obtained by the Receiving Party from a third party without any obligation of confidentiality; or
d. Is independently developed by the Receiving Party without reference to or use of the Confidential Information.
4. **Term and Termination**\
This Agreement shall remain in effect for a period of [Specify Duration] from the Effective Date. Either party may terminate this Agreement by providing written notice to the other party. The obligations of confidentiality shall survive the termination of this Agreement.
5. **Governing Law and Jurisdiction**\
This Agreement shall be governed by and construed in accordance with the laws of [Specify Governing Law]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Specify Jurisdiction].
6. **Entire Agreement**\
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
**[Disclosing Party's Name]**
______________________
[Disclosing Party's Signature]
**[Receiving Party's Name]**
______________________
[Receiving Party's Signature]
**Date:** [Date]
Please note that this is a basic template and may need to be customized to fit your specific needs. It is always recommended to consult with a legal professional to ensure that the agreement adequately protects your interests.
