This Non-Disclosure Agreement (NDA) is a contract between a business plan presenter
and the viewers of the presentation, who may be professional judges, potential
investors, or a college class. Use this agreement if one desires to pitch business ideas
to another individual or entity without fear of having one's ideas and private information
misused. This agreement contains all the standard terms and conditions that are used
in this type of agreement, however, additional language may be added making it fully
customizable to fit the needs of the contracting parties.
BUSINESS PLAN NON-DISCLOSURE AGREEMENT
This Business Plan Non-Disclosure Agreement (“Agreement”) is entered into on __________
______, 20___ (the "Effective Date") by and between ______________________ (the
“Company”) and ____________________ (the “Recipient”).
A. The Company wishes to provide to Recipient certain confidential information relating to the
affairs of the Company including the Company’s Business Plan;
B. The Company wants to make the Business Plan available to the Recipient for the purposes of
______________________________________________ (the “Proposed Transaction”);
C. Each party desires to ensure that the Business Plan so disclosed will not be used for any
purpose other than an evaluation of the Proposed Transaction and, if appropriate, the negotiation
of mutually acceptable definitive agreements.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements and
covenants contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Confidential Information. The Company will provide a copy of the Business Plan to the
Recipient within ____ ( ) days of the signing of this Agreement. In conjunction with its
delivery of the Business Plan, the Company may disclose its confidential and proprietary
information (the “Confidential Information”) to the Recipient. Confidential Information
shall include all data, materials, products, technology, computer programs, specifications,
manuals, business plans, software, marketing plans, business plans (including the Business
Plan), financial information, and other information disclosed or submitted, orally or in
writing, or by any other media, to the Recipient by the Company. Confidential Information
disclosed orally shall be identified as such within _____ ( ) days of disclosure. Nothing
herein shall require the Company to disclose any of its information.
2. Recipient shall use the Confidential Information only for the purpose of evaluating potential
business and investment relationships with the Company. The parties shall use the
Confidential Information only for the purpose of evaluating the Proposed Transaction and, if
appropriate, the negotiation of mutually acceptable definitive agreement and the performance
of work under those agreements. Except as otherwise provided herein, neither party shall
disclose to any third party any Confidential Information concerning a disclosing party.
3. Recipient shall limit disclosure of Confidential Information within its own organization to its
directors, officers, partners members and/or employees having a need to know and shall not
disclose Confidential Information to any third party (whether an individual, corporation, or
other entity) without the prior written consent of the Company. Recipient shall have satisfied
its obligations under this paragraph if it takes affirmative measures to ensure compliance
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with these confidentiality obligations by its employees, agents, consultants and others who
are permitted access to or use of the Confidential Information.
4. Recipient agrees that no copies shall be made of the Business Plan or any written information
supplied without permission from the Company. Upon demand of the Company, all
information including written notes, photographs, memoranda and Business Plan documents
received by the Recipient shall be returned to the Company.
5. This Agreement imposes no obligation upon Recipient with respect to any Confidential
Information (a) that was in Recipient’s possession before receipt from the Company; (b) is or
becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully
received by Recipient from a third party not owing a duty of confidentiality to the
Company; (d) is disclosed without a duty of confidentiality to a third party by, or with the
authorization of the Company; or (e) is independently developed by Recipient.
6. Company warrants that he/she has the right to make the disclosures under this Agreement.
7. This Agreement shall not be construed as creating, conveying, transferring, granting or
conferring upon the Recipient any rights, license or authority in or to the information
exchanged, except the limited right to use Confidential Information specified in paragraph 1.
Furthermore and specifically, no license or conveyance of any intellectual property rights is
granted or implied by this Agreement.
8. Neither party has an obligation under this Agreement to purchase any service, goods, or
intangibles from the other party. The Company may, at its sole discretion, using its own
information, offer such products and/or services for sale and modify them or discontinue sale
at any time. Furthermore, both parties acknowledge and agree that the exchange of
information under this Agreement shall not commit or bind either party to any present or
future contractual relationship (except as specifically stated herein), nor shall the exchange of
information be construed as an inducement to act or not to act in any given manner.
9. Neither party shall be liable to the other in any manner whatsoever for any decisions,
obligations, costs or expenses incurred, changes in business practices, plans, organization,
products, services, or otherwise, based on either party’s decision to use or rely on any
information exchanged under this Agreement.
10. If there is a breach or threatened breach of any provision of this A