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Non-Disclosure
Agreement - Standard
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Prepared for:
[Customer Name]

Prepared by:
[Company Name]

Non-Disclosure Agreement - Standard

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is entered into [Date] (hereinafter referred to as the "Effective Date")

By and Between

The Company, [Company Name] (hereinafter referred to as the "Company"), having its principal place of address at [Address], and;

The Customer, [Customer Name] (hereinafter referred to as the "Customer"), having its place of address at [Address]

Hereinafter the Company and the Customer shall be collectively referred to as "Parties", and individually as "Party".

Recitals

WHEREAS the Company's role is [Mention Company Role], and the Customer's role is [Mention Customer Role]

and;

WHEREAS the Parties wish to come together and discuss the purpose of [Purpose of Agreement] (hereinafter referred to as the "Purpose") while maintaining such discussions to be confidential; and

WHEREAS, the Parties acknowledge that they shall receive information regarding each other's business, practices, or other properties that may be considered confidential; and

THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:
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Terms and Conditions

1. Definitions

  1. Confidential Information: For the duration of this Agreement, any information the Customer has access to that is not disclosed publicly and is made only available through discussion with the Company shall hereinafter be deemed as "Confidential Information". This includes any information included and not limited to vendors, pricing, product, technology, or product. 
  1. Third Party: Any individual or entity apart from the Parties undersigned herein shall hereinafter be referred to as "Third Party" unless duly modified upon mutual consent of the Parties.

2. Confidentiality Obligation

In consideration of this Agreement, the Customer shall maintain confidentiality and:
  1. Understand that the information deemed confidential is of value to the Company and shall hold all ongoing information strictly private. 
  1. The agreement binds the parties to not disclose confidential information to Third Party vendors or individuals without the Company's prior written consent. 
  1. Neither Party shall modify or copy Confidential Information that is made available to them. 

3. Exclusions from Confidential Information

The exclusions are as follows:
1. Known information available within the public or subsequently becomes publicly known through no fault of the customer;
2. Customer's creation before any such disclosure by either Party;
3. Information learned by the customer through legitimate means other than the Company.

4. Unauthorized Disclosure 

If the Customer discloses any information, partially or as a whole to any third party, without the authorization of the Company, the Company shall be permitted to seek suitable remedies, including and not limited to additional legal assistance or termination of this Agreement.

5. Notice of Immunity

The Customer shall not be held liable under any federal or state law for the disclosure of confidential information for state's best interests; and/or pursuant to a court order, where the Customer may:
(i) share any information to a local government official, either directly or indirectly, or to an attorney; and
(ii) share confidential information in case of violation of state law.

6. Non-Circumvention 

Upon entering into this Agreement for a period of [Mention Period], till the conclusion or termination of this Agreement, the Customer shall refrain from engaging in any business made available from the Company or any Third Party.

7. Return of Information 

Upon the termination of this Agreement, the Customer agrees to return any information deemed confidential in relation to this Agreement. Further, any information that is not returned due to any circumstances, shall be destroyed [Number] business days following the termination of this Agreement. 

8. Relationship of Parties

This Agreement shall not serve in any instance as an Agreement between the Parties for employment. The Customer shall remain as an individual contractor unless otherwise contracted by the Company directly and shall pay all federal and local taxes due for funds received. 

9. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

10. Miscellaneous

  1. Notice: All the approvals notices required hereto by either of the Parties shall be deemed to be given and delivered by international courier or registered email respectively.
  1. Term and Termination: This Agreement shall commence from the Effective Date and shall prevail for [Number of Months/Years] if the termination is not requested by either party. The confidentiality obligations shall survive the termination of this Agreement.
  1. Severability: In the event, any provision of this Agreement is deemed to be invalid or unenforceable, in whole or part, that part shall be severed from the remainder of this Agreement, and all other provisions shall remain in full force and effect as valid and enforceable.
  1. Governing Law: The Parties agree that this Agreement shall be governed by the laws of [State]. In the event the Parties do business in different states, this Agreement shall be governed by the laws of [State].
  1. Indemnification: Without any prejudice regarding any other right available to the Company in law or under equity, the Customer shall be responsible for indemnifying, defending, and holding the Company, successor, or affiliates harmless from any damages, loss, claims, actions, judgment, penalties, deficiencies, cause of action, or other cost or expenses, that shall include legal and attorney fees and expenses.
  1. Entire Agreement: The Parties acknowledge that this Agreement sets forth and represents the entire agreement between both the Parties. If the Parties are willing to change/add/modify any terms, they shall be in writing and signed by both Parties.
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Acceptance and Signature

IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:
[Company Name]

[Customer Name]
Signature
Assign signer 1
Name
Assign signer 1
Date
Assign signer 1
Signature
Assign signer 2
Name
Assign signer 2
Date
Assign signer 2
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Thank You

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Free Non Disclosure Agreement - Standard Templates

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