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.
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
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.
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 which may be difficult to ascertain, and therefore agrees that
Company shall have the right to apply to a court of competent jurisdiction for specific
performance and/or an order restraining and enjoining any such further disclosure or breach and
for such other relief as the Company shall deem appropriate. Such right of the Company is to be
in addition to the remedies otherwise available to the Company at law or in equity. Recipient
expressly waives the defense that a remedy in damages will be adequate and any requirement in
an action for specific performance or injunction for the posting of a bond by the Company.
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In the event if the Recipient is requested or required by any subpoena or court order to disclose
any Confidential Information provided under this Agreement, the Recipient will provide
immediate notice of such request to the Company and will use reasonable efforts to resist
disclosure, until an appropriate protective order may be sought by the Company, or a waiver of
compliance with the provisions of this Agreement granted in favor of the Company. If, in the
absence of a protective order or the receipt of a waiver hereunder, the Recipient is nonetheless, in
the written opinion of its counsel, legally required to disclose Confidential Information of the
Company, then, in such event, the Recipient may disclose such information without any liability
hereunder, provided that the Company has been given a reasonable opportunity to review the text
of such disclosure and that the disclosure is limited to only the Confidential Information
specifically required to be disclosed.
(a) This Agreement sets forth the entire Agreement and understanding between the parties
and supersedes all prior oral and written agreements and understandings between them relating
to the subject matter of this Agreement. This Agreement may not be modified or discharged, in
whole or part, except by an agreement in writing signed by both parties. This Agreement may not
be assigned or otherwise transferred by either party without the prior written consent of the non-
(b) This Agreement will be binding upon and inure to the benefit of the parties hereto and
each party’s respective successors and assigns.
(c) In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant
jurisdiction, the validity of the remaining provisions shall not be affected, and the rights and
obligations of the parties hereto shall be construed and enforced as if the Agreement did not
contain the particular provision(s) held to be unenforceable.
(d) This Agreement shall be governed by and interpreted in accordance with the laws of the
State of _________________, without regard to its provisions as to choice of law.
(e) Each party hereto represents and warrants that it has the full power and authority to enter
into and perform this Agreement, and each party knows of no law, rule, regulations, order,
agreement, promise, undertaking or other fact or circumstance which would prevent its full
execution and performance of this Agreement.
(f) This Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the __________
day of ____________________, 20____________.
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