Business Negotiation Nondisclosure Agreement

Nolo's Business Negotiation Nondisclosure Agreement form gives you the tools you need to keep your confidential information safe so you can focus on the negotiations at hand. 

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The Parties

Alternate Selection
Label Contract Text
One Party Discloses This Nondisclosure Agreement (the "Agreement") is entered into by and between , ("Disclosing Party"), and , ("Receiving Party"), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").
Both Parties Disclose

This Nondisclosure Agreement (the "Agreement") is entered into by and between , and , collectively referred to as the "parties," for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure by one or each (the "Disclosing Party") to the other (the "Receiving Party") of certain proprietary and confidential information (the "Confidential Information").

Definition of Confidential Information

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Label Contract Text
List

The following information constitutes confidential proprietary trade secret information ("Confidential Information") belonging to Disclosing Party: 

Defined

Disclosing Party's confidential proprietary trade secret information ("Confidential Information") consists of information and materials that are valuable and not generally known by Disclosing Party's competitors. Confidential Information includes:

  • Any and all information concerning Disclosing Party's current, future, or proposed products, including, but not limited to, formulas, designs, devices, computer code, drawings, specifications, notebook entries, technical notes and graphs, computer printouts, technical memoranda and correspondence, product development agreements, and related agreements.
  • Information, and materials relating to Disclosing Party's purchasing, accounting, and marketing, including, but not limited to, marketing plans, sales data, business methods, unpublished promotional material, cost and pricing information, and customer lists.
  • Information of the type described above which Disclosing Party obtained from another party and which Disclosing Party treats as confidential, whether or not owned or developed by Disclosing Party.
Multiple Selection
Label Contract Text
 specify additional disclosures
  • Other information as follows: 

             

Multiple Selection
Label Contract Text
Labeled If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
 
Negotiations are secret In addition, without prior written consent of Disclosing Party, Receiving Party shall not disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction or the status of such discussions or negotiations.
 

Exclusions From Confidential Information

Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

Obligations of Receiving Party

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Time Periods

Alternate Selection
Label Contract Text
Unlimited The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
Limited

This Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until  or until whichever of the following occurs first:

  • Disclosing Party sends Receiving Party written notice releasing it from this Agreement, or
  • Confidential Information disclosed under this Agreement ceases to be a trade secret.

Relationships

Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer, or employee of the other party for any purpose.

Entire Agreement

This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing signed by both parties.

Successors and Assignees

This agreement binds and benefits the heirs, successors, and assignees of the parties.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This agreement will be governed by and construed in accordance with the laws of the state of .

Severability

If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

Keep Together

Signatures

This Agreement and each party's obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed  this Agreement through its authorized representative.



 
Signature:________________________
Date: ___________________________
 
 


 
Signature:________________________
Date: ___________________________

 

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