A non disclosure agreement is a confidentiality agreement or a secrecy agreement that functions as a legal contract between two parties and protects confidential information from being made public by the party receiving the information. It is a contract that ensures that the parties do not disclose any information covered by the agreement. In business writing, especially while drafting agreements that are legally valid, it is important that both parties agree to the clauses stated and sign the agreement in presence of witnesses. A non disclosure agreement template that you use as a guideline will ensure that the document you are drafting is legally valid.
A non disclosure agreement can be between two companies, a company and an individual, or a company and its employee. If any of the parties violates the terms and conditions as defined by the agreement, then he or she is prosecutable in the court of law. In order to draft a well formatted non disclosure agreement, it is important to take a look at formats of non disclosure agreement and examples of the same that will give you a good idea about what to expect from the agreement. In this article, we provide for you a properly formatted template of a non disclosure agreement and also a non disclosure agreement example which will help you understand how to draft a confidentiality agreement better.
Template for a Non Disclosure Agreement
Any non disclosure agreement needs to have five main constituent features, definition of what comprises confidential information, what situations are excluded from confidential information, what are the obligations under which the party receiving the information works, what is the time period for which this non disclosure agreement is valid, and what are the other provisions, if any, under the agreement. If you are wondering how to write a non disclosure agreement to protect trade secrets or any other information vital to your business while dealing with another company, then you can refer to the non disclosure agreement format given below.
This Agreement of Non Disclosure (hereby referred to as Agreement) has been made and entered into as of ________ between __________ located at _______________________ and _____________ located at _______________.
The purpose of this agreement is to work together on a mutually beneficial business opportunity and specify the clauses that are valid under a Non Disclosure Agreement. This agreement is signed with the purpose of preventing unauthorized disclosure of confidential information, as defined and agreed upon by the cosigners. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.
Terms and Conditions - The first term that needs to be defined is what comprises confidential information and how the agreement is going to define the two parties signing the agreement.
- The next condition needs to define what is allowed and what is not allowed under the agreement.
- One of the other important terms that needs to be defined under the contract is how the party receiving the information is liable and what the party needs to do in order to protect the information.
- Another condition to be included is under what circumstances the agreement can be terminated, if any such clauses are applicable.
- An important clause that needs to be included is one that safeguards the party giving out the information for being liable for any unfortunate incidents that may occur as a result of the use of the information provided. One also needs to specify that the information will be returned to the disclosing party once the agreement is terminated.
- An important term is one that safeguards the right of the disclosing party where the patent rights, copyrights, etc. of the information is concerned
- One of the final clauses is the time period for which the agreement is valid.
- The last and most important condition is naming the state under which the contract is valid.
Your Company Name. ____________
By: ________________
Title: _______________
Date: _________________ |
Non Disclosure Agreement Example
Understanding a template for a non disclosure agreement becomes much easier if you have the sample of a non disclosure agreement to refer to which makes it simpler to understand the finer points of the document. Most non disclosure agreements have similar clauses with the format being more or less similar. The example given in this article follows the format given earlier.
This Agreement of Non Disclosure (hereby referred to as Agreement) has been made and entered into as of 9th June 2010 between Futura Biometrics located at 243, Elm Street, NYC and Genesis Biometrics located at 56, Sunset Boulevard, NYC.
The purpose of this agreement is to work together on a mutually beneficial business opportunity and specify the clauses that are valid under a Non Disclosure Agreement. This agreement is signed with the purpose of preventing unauthorized disclosure of confidential information, as defined and agreed upon by the cosigners. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information.
Terms and Conditions - Confidential information refers to any information that is disclosed by one party to the other, either directly or indirectly in writing, orally or by inspection of tangible or intangible objects. Confidential information may also refer to any information that is disclosed to a party by third parties on the direction of the party who is a cosigner to the agreement. Confidential information does not include any information that the party receiving the information can prove was known earlier in a public capacity and was made available through no fault of the party receiving the information. Confidential information also does not include any information that was available to the receiving party before the signing of the agreement and therefore invalid under confidentiality restrictions. The company receiving the information is called the Receiving Party and the company disclosing the information is called the Disclosing Party.
- The confidential information as disclosed by the party is not to be used for any commercial or otherwise beneficial purposes and is to be used only to be discussed between the two parties. The receiving party is not supposed to disclose the information to anyone other than the employees required to be privy to this information. The receiving party is not allowed to use the information to build any prototypes or other tangible objects that violate the confidentiality of the agreement.
- The receiving party shall take utmost care to ensure that the confidential information received from the disclosing party is protected. All employees who have access to the information will be made to sign a similar non use and non disclosure agreement to protect the information. There will be no copies made of the information unless previously agreed upon. In an event that the confidential information is disclosed the receiving party will immediately inform the disclosing party.
- The disclosure of confidential information does not in any way make either party obligatory of any transaction. Both parties reserve the right to termination of discussion as and when they contemplate important.
- All information provided by the disclosing party is as is and there is no warranty about the accuracy of the same.
- All documents and copies of the information will be returned to the disclosing party by the receiving party at the termination of the agreement.
- Signing of this agreement does not give either of the parties the patent, mask work, or copyright of the confidential information.
- This agreement is valid for a period of 2 years from the date on which the information is disclosed.
- The agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This agreement is governed by the laws of the State of New York, USA. This document contains the entire agreement between the parties. Any failure to enforce any provision of this agreement shall not constitute a waiver thereof or of any other provision hereof. This agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the State of New York, USA. The parties have executed this Nondisclosure Agreement as of the date first above written.
Your Company Name. Genesis Biometrics
By: John Malkovich
Title: CEO
Date: 9th June 2010 |
Hopefully, this article which provides you with a non disclosure agreement template has helped you understand how to draft a proper agreement to save you a lot of misery, in case of violation of the agreement and public disclosure of any trade secrets you may have.
