Non-disclosure Agreement_ General Tempalte

** This Non Disclosure Agreement is best used initially when ** ** two parties are considering a future business relationship. ** NON-DISCLOSURE OF TRADE SECRETS (Receiving Party) recognizes and acknowledges that the information that will be furnished to him concerning (Disclosing Party's) customers, business plans, software, listings, holdings, alliances, investments, transactions, and other confidential matters constitutes a valuable, special, and unique asset and trade secret of (Disclosing Party's) business. Accordingly, (Receiving Party) will not, during or after the term of his employment hereunder, disclose any such information or any part thereof to any person, firm, corporation,association, or other entity for any reason or purpose whatsoever. Non-Disclosure Agreement (Disclosing Party's name), located at (Disclosing Party's address), and registered in (Disclosing Party's state, province) and (Receiving Party's name) ________________________________________________________________________ located at (Receiving Party's address) ________________________________________________________________________ are desirous of discussing with each other a possible future business relationship. To further explore this possibility, each party hereto may disclose to the other in confidence certain material including, but not limited to, information relating to proposed products and services, products under development, scientific and mathematic techniques, trade secrets, inventions, market plans, potential customers, and marketing plans, all in relation to: ________________________________________________________________________ By executing this agreement, each party agrees to hold for five years in confidence all information received from the other and to use such information only for the purpose of evaluating a possible future business relationship. The obligations of this agreement shall not apply to information: 1.in a party’s possession prior to disclosure under this agreement, 2.which is or becomes publicly known through no fault on the part of the receiving party, 3.received from a third party not under an obligation to the owner of such information not to disclose it, 4.independently developed by a party without the benefit of the information disclosed under this agreement (as to which the receiving party has the burden of proof), 5.required to be disclosed by government regulation, statute, or judicial order, provided that prior to such disclosure and if reasonably possible, the receiving party will inform the disclosing party of such requirements and permit the disclosing party to seek a protective order or other relief regarding such information. Any software or materials supplied under this agreement remain the sole property of the supplying party and the receiving party has a license to use such software or materials only for the purposes permitted by this agreement. All such software and materials may not be copied, shall be kept in confidence by the receiving party, and shall be returned to the supplying party upon demand. Neither party acquires any rights in or licenses to use confidential information received under this agreement. Neither party has an obligation under this agreement to undertake any commercial activity using or incorporating the confidential information. This agreement covers only confidential matter identified as confidential at the time of disclosure. A party disclosing information under this agreement warrants to the receiving party that it has the authority to disclose such information. Each party will protect the confidential information received under this agreement in the same manner and to the same extent to which it protects its own valuable proprietary information. This agreement will remain in full force and effect whether or not the parties ultimately enter into a future business relationship. (Disclosing Party) Company: ____________________________________________ By: ____________________________________________ Title: ____________________________________________ Date: ____________________________________________ Signature: ____________________________________________ (Recieving Party) Company: ____________________________________________ By: ____________________________________________ Title: ____________________________________________ Date: ____________________________________________ Signature: ____________________________________________