Free Sample of non disclosure agreement (3 templates)

Here you will find samples of a non-disclosure agreement (NDA)

These samples of a non-disclosure agreement cover everything to enable you to understand the form and contents of the NDA.

Sample: 1 Mutual non-disclosure Agreement

MUTUAL NON-DISCLOSURE AGREEMENT

This non disclosure agreement is made this_____day of___20__

Between

[Full name] of [postal and physical address] hereinafter referred to as ‘disclosing party’

and

[Full name] of [postal and physical address] hereinafter referred to as ‘receiving party’ collectively referred to as parties.

WHEREAS parties herein intend to engage in commercial discussions with one another in relation with the matter of common interest described below, expect sharing confidential or proprietary information in the course of those discussions, and wish to enter into this agreement to protect the confidentiality or proprietary nature of the information to be disclosed by the Parties to one another.

AND WHEREAS  the matter of common interest which form the subject matter of this non-discloser agreement is ‘receiving party’ to providing bulk transfer services for ‘disclosing party’s clients. (‘the matter’)

NOW IT IS MUTUALLY AGREED as follows

1. It may be essential for either Party to disclose Confidential Information as defined below to the other Party in order to facilitate discussions, meetings, and the conduct of business between the Parties with respect to ‘the Matter.

2. The Receiving Party may disclose Confidential Information to its employees, contractors, advisers, and Group Parties, provided that he ensures that each such employee, contractor, adviser, or Group Party is bound by a legal obligation to keep the Confidential Information confidential, which shall apply both during and after their current employment or engagement, on terms no less stringent than this. Any employee, contractor, adviser, or Group Party who discloses such Confidential Information shall be considered a breach of this Agreement by the Receiving Party.

3. Each Party acknowledges and agrees to the following:

i) All Confidential Information obtained from the other Party shall be and remain the sole property of the disclosing Party or the member of its group who provided it.

ii) To maintain the confidentiality of all Confidential Information and to ensure that its representatives, advisers, and affiliates maintain the confidentiality of such Confidential Information.

iii) To restrict access to such Confidential Information to those who need to know it in order for the Party to participate in the Matter.

iv) To ensure that its Permitted Personnel is aware of the requirements of this Agreement and follow them.

v) To utilize such Confidential Information exclusively for the purposes of work, services, or analysis relevant to the Matter, and only on the terms agreed upon in writing between the Parties

vi) At the disclosing party’s request, to quickly return or destroy all copies of such Confidential Information in written, graphic, or other tangible forms, and any such destruction must be certified in writing to the disclosing Party by an authorized officer of the Recipient

vii) Each Party’s responsibilities with respect to Confidential Information shall last for three (3) years from the date of disclosure of that Confidential Information; provided, however, that confidentiality requirements herein shall last for three (3) years from the date of termination of this Agreement.

viii) This Agreement, as well as the disclosure of Confidential Information, shall not be considered as

(a) requiring one of the parties to divulge or accept Confidential Information

(b) allowing a Party to sell or utilize Confidential Information or goods generated from it

(c) granting to either Party any express or implied rights under any patent, copyright, trademark, trade secret, or other intellectual property right now or later obtained or licensable by the other Party, whether by license or otherwise.

(d) Neither Party makes any assurance or warranty about the correctness or completeness of the Confidential Information (unless as specifically stated in any subsequent agreement between the Parties).

4. These provisions of the Agreement do not apply to Confidential Information that:

i) Prior to receipt from the disclosing Party, was in the other’s lawful possession without restriction on use or disclosure, as proven by reasonably documented proof

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ii) As evidenced by reasonably documented proof, was received in good faith by one Party from a third party who was not bound by a confidentiality duty to the other Party and did not break this Agreement.

iii) Through no breach of confidentiality by the receiving Party, the information now or later becomes part of the public domain;

iv) Is disclosed in response to a governmental agency’s request or is otherwise required to be disclosed by operation of law, except that, prior to any disclosure under this subsection, the receiving Party shall inform the disclosing Party and provide them with a chance to engage in protesting to the Confidential Information’s production;

v) Was developed by the receiving Party independently of and without access to any of the Confidential Information received from the other Party by the developing person(s).

vi) Is authorized to be released in writing by the disclosing Party or its designated as no longer being Confidential Information in writing by the source.

5. The receiving party agrees that money damages may not be an appropriate remedy for any breach of this Agreement. In addition to all monetary remedies available at law and in equity, the Disclosing Party will be entitled to seek specific performance, injunctive, and other equitable relief as a remedy for any breach of this Agreement.

6. This Agreement, as well as the provision of Confidential Information pursuant to it, shall not be regarded as an agreement, commitment, promise, or promise by either Party to do business with the other or to do anything other than what is expressly stated in this Agreement.

7. This Agreement shall be construed in accordance with the laws of __________

8.  The Receiving party acknowledges that the Disclosing party owns all Intellectual Property Rights in the Confidential Information and that it has no rights in the Confidential Information’s copyright, trademarks (registered or unregistered), or other Intellectual Property Rights as a result of the Confidential Information’s disclosure to it.

9. This Agreement constitutes the Parties’ entire agreement on the disclosure of Confidential Information relevant to the Matter, and it supersedes any prior agreements and understandings on the matter.

10. This Agreement may be amended only by a written agreement executed by both Parties.

11. This Agreement shall be binding on the agents, successors, and permitted assigns of the Parties

12. If a court or regulatory body of competent jurisdiction finds any provision of this Agreement to be invalid, void, or unenforceable for any reason, the remaining provisions of this Agreement will remain in full force and effect and will not be affected, impaired, or invalidated in any way unless the removal of the provision in question results in a substantial change to this Agreement. Furthermore, no failure or delay by either party in exercising any right, power, or privilege under this Agreement shall be construed as a waiver of such right, power, or privilege, nor shall any single or partial exercise thereof necessarily prevent any other or further exercise of any rights under this Agreement.

13. Neither Party may assign this Agreement to a third party without the prior written consent of the other Party, such consent will not be unjustly withheld, rejected, conditioned, or delayed; provided, however, that each Party may assign its rights and duties to any Group Party.

14. Either Party may terminate this Agreement on thirty (30) days’ written notice to the other Party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Disclosing Party:
Sign:
Disclosing Party Full Name

Disclosing PartyRepresentative
Signature
Disclosing Party Representative Full Name and Title

Receiving Party:
Signature
Receiving Party Full Name

Receiving PartyRepresentative
Signature
Receiving Party Representative Full Name and Title

Sample 2: One-way non-disclosure agreement

ONE-WAY NON-DISCLOSURE AGREEMENT

This non disclosure agreement is made this_____day of___20__

Between

[Full name] of [postal and physical address] hereinafter referred to as ‘disclosing party’

and

[Full name] of [postal and physical address] hereinafter referred to as ‘receiving party’ collectively referred to as parties.

WHEREAS the Disclosing party intends to disclose Confidential Information to the Receiving party for the purpose of discussing the possibility of the receiving party and the Disclosing party  entering into an Acquisition transaction (the purpose)

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NOW IT IS AGREED by and between the parties as follows:

1. That without first receiving the Disclosing party’s explicit consent, the Receiving party agrees not to use the Confidential Information or any purpose other than the Purpose.

2. The Recipient agrees to keep the Confidential Information secure and not to disclose it to any third parties except [its employees and professional advisers] who need to know it for the Purpose, who are aware that they owe the Discloser a duty of confidence, and who are bound by obligations equivalent to those in clause 2 above and this clause 3].

3. The undertakings in clauses 2 and 3 apply to all information disclosed to the Receiving Party by the Disclosing party, regardless of how or in what form it is disclosed or recorded, but they do not apply to:

a) any information that is already in the public domain or will become so in the future (except as a result of a breach of this Agreement)

b) any information that was already available to the Receiving Party and was not subject to any obligation of confidentiality prior to the Disclosing party disclosing it to the Receiving Party.

4. Nothing in this Agreement prevents the Receiving Party from disclosing the Confidential Information if it is required to do so by law or by a competent authority.

5. The Receiving Party will return all copies and records of the Confidential Information to the Disclosing Party upon request from the Disclosing Party and will not keep any copies or recordings of the Confidential Information.

6. Except for the right to copy the Confidential Information strictly for the Purpose, neither this Agreement nor the transmission of any information confers the Receiving Party any license, interest, or right in respect of any intellectual property rights of the Disclosing Party.

7. . The undertakings in clauses 2 and 3 will continue in force indefinitely.

8. This Agreement shall be construed in accordance with the laws of __________

9. The receiving party agrees that money damages may not be an appropriate remedy for any breach of this Agreement. In addition to all monetary remedies available at law and in equity, the Disclosing Party will be entitled to seek specific performance, injunctive, and other equitable relief as a remedy for any breach of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Disclosing Party:
Sign:
Disclosing Party Full Name

Disclosing PartyRepresentative
Signature
Disclosing Party Representative Full Name and Title

Receiving Party:
Signature
Receiving Party Full Name

Receiving PartyRepresentative
Signature
Receiving Party Representative Full Name and Title

Sample 3: employment non-disclosure agreement

EMPLOYMENT NON-DISCLOSURE AGREEMENT

This non disclosure agreement is made this_____day of___20__

Between

[Full name] of [postal and physical address] hereinafter referred to as ’employer’

and

[Full name] of [postal and physical address] hereinafter referred to as ’employee’ collectively referred to as parties.

WHEREAS the employer hired the employee as [insert position] pursuant to the terms and conditions of that certain Employment Agreement executed between the Parties on the ______ day of _______________, 20______ (the “Employment Agreement”).

AND WHEREAS the Company may reveal to the Employee some confidential and proprietary information peculiar and significant to its ongoing business functions in accordance with the Employee’s duties under the Employment Agreement.

AND WHEREAS In consideration of the Employee’s employment by the Company and the covenants and mutual promises contained herein, the parties agree as follows:

1 confidential information

In this Agreement, unless the context otherwise requires confidential information is all information and know-how that the employer and/or its agents may from time to time disclose or which otherwise becomes known to the employee during the course of the employment whether orally, in writing, digitally, in the form of machine-readable code or embodied in hardware or any other physical medium which relates to the employment including but not limited to information relating to the employer’s products, business, and operations, data, know-how, designs, illustrations, drawings, photographs, illustrations, notes, memoranda, terms of business, financial information, financial projections, financial records, customers and suppliers, sales and marketing information, spreadsheets, specifications, technical information, the terms of any agreement, and computer software of the employer.

The employer retains ownership of all Confidential Information.

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2. Exclusions from Confidential Information

Any information will not be subject to the confidentiality obligation that applies to Confidential Information.

i) If the information is or becomes known to the public and available for reasons other than the Employee’s earlier illegal disclosure,

ii) If the Employee got the information from a third-party source that, to the best of the Employee’s knowledge, is or was and not under the confidentiality obligation to the Company with respect to such information

iii) If the Employee discloses the information with the Company’s express consent and approval

iv) If the information was independently produced by the Employee prior to the Company’s disclosure and without the use or benefit of any of the Company’s Confidential Information

v) If the Employee is legally obligated to disclose only that portion of the Confidential Information that it is legally obligated to disclose under applicable law, by any court, governmental agency, or regulatory authority, or by a subpoena or discovery request in pending litigation, the Employee may do so only if the Employee gives prompt written notice of that fact to the Company prior to disclosure so that the Company may seek a protective order or other restraining order.

3. Duty to Maintain Confidentiality

The Employee agrees to keep Confidential Information in strict confidence, to maintain its security, integrity, and confidentiality, and to not allow unauthorized access to, use, disclosure, publication, or distribution of Confidential Information unless in accordance with this Agreement.

Confidential Information is and shall be the Company’s full and exclusive property, and it will not be disclosed or revealed by the Employee unless authorized by the Company.

The Employee agrees that in the event that he or she is required to download, access, process, transfer, or otherwise communicate Confidential Information, the Employee will comply with all laws and regulations governing data and information exports and re-exports, and will not, directly or indirectly, export or re-export any Confidential Information in violation of such laws and regulations, including those prohibiting export or re-export to restricted countries.

The Employee will ensure that all Confidential Information and all documents, memoranda, notes, and other writings or electronic records prepared by the Employee that include or reflect any Confidential Information in the Employee’s actual or constructive possession is returned to the Company upon termination of this Agreement or at the Company’s request.

4. Disclaimer

The Company makes no express or implied assurance or warranty as to the accuracy or completeness of any of its Confidential Information.

5. Remedies

The Employee acknowledges that any use or disclosure of Confidential Information in violation of this Agreement will result in irreparable harm for which damages would be insufficient compensation. As a result, the employer shall be entitled to equitable or injunctive action against the illegal use or disclosure of Confidential Information, in addition to any other legal remedies available at law or in equity. As a result of such breach, the employer shall be entitled to pursue any alternative legally permissible remedy available, including but not limited to direct and consequential damages. The employer is entitled to recover its attorney’s fees and expenses from the Employee in any action brought by the employer under this Section.

6. Termination

This Agreement will be termed to terminate if;

i) The parties agreers in writing to terminate it.

ii) upon the termination of the employee employment.

7. Amendment

This Agreement can only be amended or modified by both parties signing a written agreement.

8. Jurisdiction

Without respect to conflict of laws principles, this Agreement will be governed by and construed in accordance with the laws of the State of_________. For any legal action, suit, or proceeding arising out of or in connection with this Agreement, each party consents to the exclusive jurisdiction of the courts located in the State of_____. Each party also waives any objection to any such suit, action, or procedure being brought in such courts.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Employer:
Sign:
Employer Full Name

Employer Representative
Signature
Employer Full Name and Title

Employee:
Signature
Employee Full Name

Employee Representative
Signature
Employee Representative Full Name and Title

Isack Kimaro

Editor-in-chief and founder of sherianajamii.com. Holder of Bachelor of Laws (LL.B) from Mzumbe University and Post Graduate Diploma in Legal Practice from the Law school of Tanzania. Lawyer by profession and blogger by passion.

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