Non disclosure Agreement - DOC by ltedprosser


Non-disclosure Agreement compels parties to maintain all information provided during a contemplated transaction confidential. Limits disclosure to unrelated parties. Pages: 3

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									                            Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is entered into as of (Date), 20(Year)
(the "Effective Date") between (Company Name) a (State) corporation with its principal
office at (Address, City, State), and the "Participant" identified below. (Company Name) and
Participant are referred to herein individually as a "Party" and collectively as the "Parties."

        1.     "Confidential Information" means all information and data concerning trade
secrets, business, technical and financial information, software programs (including source
and object codes), data, business methods, techniques, concepts, systems, procedures, know-
how, inventions, and other information of every kind that relates to (Company Name's)
business or technology, irrespective of the form of communication, provided that it is marked
or identified as confidential or is disclosed in circumstances that would lead a reasonable
person to believe such information is confidential.

         2.     Participant will: (a) protect the Confidential Information from unauthorized
use, access, or disclosure in the same manner as Participant protects its own confidential or
proprietary information of a similar nature and with no less than reasonable care; (b) not use
or reproduce the Confidential Information in any manner, except for the sole purpose of
evaluating the Confidential Information internally to determine whether to pursue a business
relationship or contemplated transaction with (Company Name) (the "Business Purpose");
and (c) disclose the Confidential Information only to those of its employees or authorized
representatives who have a need to know for the Business Purpose and who have signed
confidentiality agreements or are otherwise bound by confidentiality obligations at least as
restrictive as those contained in this Agreement. Notwithstanding the foregoing, Participant
may disclose Confidential Information to the extent that such disclosure is: (i) approved in
writing by (Company Name); (ii) necessary for the Participant to enforce its rights under this
Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a
court or similar judicial or administrative body, provided that the Participant notifies
(Company Name) of such required disclosure promptly and in writing and cooperates with
(Company Name), at (Company Name's) request and expense, in any lawful action to contest
or limit the scope of such required disclosure.

        3.     Participant will immediately notify (Company Name) upon discovery of any
loss or unauthorized disclosure of the Confidential Information. Participant will not
communicate any information to (Company Name) in violation of the proprietary rights of
any third party.

        4.      Participant's obligations under this Agreement with respect to any portion of
the Confidential Information will terminate when Participant can demonstrate that such
Confidential Information: (a) was already lawfully known to Participant at the time of
disclosure by (Company Name); (b) was disclosed to Participant by a third party that had the
right to make such disclosure without any confidentiality restrictions; (c) is, or through no
fault of Participant has become, generally available to the public; or (d) was independently
developed by or on behalf of Participant without access to, or use or knowledge of, the
Confidential Inf
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