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NON-DISCLOSURE AGREEMENT (NDA)
This Nondisclosure Agreement (the "Agreement") is entered into by and between
_______________ with its principal offices at _______________, ("Disclosing Party") and
_______________, located at _______________ ("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 concerning the disclosure of certain proprietary
and confidential information ("Confidential Information").
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential
Information" shall include all information or material that has or could have commercial value or
other utility in the business in which Disclosing Party is engaged. 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 writing indicating that such oral communication constituted Confidential
2. 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
3. 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 the prior written approval of Disclosing Party, use for Receiving Party's 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
4. Time Periods. 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.