When to Use a Non-Disclosure Agreement
This Agreement governs the relationship between your small business, consulting firm or
simply yourself as a subcontractor AND any current or potential Business
Associate, Employee or 3rd party.
Use the Non-Disclosure Agreement before you enter into any negotiations, interviews or other exchanges where confidential information or materials may
be exchanged with 3rd parties.
What the Mutual Non Disclosure Agreement Protects
The Non Disclosure Agreement (often called an NDA) sets conditions for the exchange and use of confidential information and materials
between you and a business associate. This may include trade secrets, customer lists, operational procedures or other proprietary industry information.
The sharing of financial information, intellectual property, business strategies, and unpublished patent applications are also confidential components
that can be included in the non-disclosure agreement.
An NDA agreement requires the parties to hold sensitive information confidential and provides for remedies in the event the Agreement is violated. Our
Non Disclosure Agreement template calls for arbitration for the resolution of any dispute regarding violation of the Agreement.
Provisions Included in the Non-Disclosure / Confidentiality Agreement
Use and Treatment of Confidential Material
Return of Confidential Material
Waiver and Modification
Sample Text from the Non-Disclosure Agreement
1. Confidential Material
Each party agrees that all information relating to the other that is known to be confidential or proprietary, or which is clearly marked as such, and
is furnished to it or to its officers, employees, or agents (collectively the "Receiving Party") by the other party (the "Disclosing Party"), whether
written or delivered, visually or orally, will be deemed to be confidential information ("Confidential Material"). The term "Confidential Material"
does not include information that (a) was previously in the possession of the Receiving Party and not the subject of another confidentiality agreement,
(b) becomes generally available to the public as a result of a disclosure by a source other than the Receiving Party...
2. Use and Treatment of Confidential Material
... Notwithstanding the foregoing, the Receiving Party may disclose Confidential Material (a) to any representative and agent of the Receiving Party
(collectively the "Receiving Party's Representatives") for the sole purpose of evaluating the potential business arrangement, and provided that the
representative or agent agrees to be bound to this Agreement, or (b) to the extent required to comply with any law, any order, or the rules or
regulations of any governmental agency or authority, or any judicial authority; provided, however, that prior to any such disclosure, the Receiving
Party shall notify the Disclosing Party of the Receiving Party's intent to disclose such information so that the Disclosing Party may seek a protective
order to prevent the disclosure of such information...