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I. THE PARTIES. This Software Development Non-Disclosure Agreement, hereinafter known as
the “Agreement”, is created on the ___ day of _________________________, 20___ by and
between _________________________, hereinafter known as the “1
Party”, and
_________________________, hereinafter known as the “2
Party”, and collectively known as
the “Parties”.
WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure
of the confidential and proprietary information regarding the development of
__________________________ [Name of Software] with its purpose of
__________________________ [Purpose of Software], hereinafter known as the “Software”.
The Parties agree as follows:
- Mutual This Agreement shall be Mutual, whereas, the Parties shall be prohibited from
disclosing confidential and proprietary information that is to be shared between one another in
an effort to develop the Software.
- Unilateral This Agreement shall be Unilateral, whereas, the 1
Party shall have sole
ownership of the Software with the 2
Party being prohibited from disclosing confidential and
proprietary information that is to be released by the 1
Party in an effort to develop the
III. DEFINITION. For the purposes of this Agreement, the term “Confidential Information” shall
include, but not be limited to, software products, software source code or any related codes in
all formats, business plans, financial statements, customers or users, analytical data,
documentation, and correspondences that have not otherwise been made publicly available.
However, Confidential Information does not include:
(a) information generally available to the public;
(b) widely used programming practices or algorithms;
(c) information rightfully in the possession of the Parties prior to signing this Agreement;
(d) information independently developed without the use of any of the provided
Confidential Information.
IV. OBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential
Information in the strictest of confidence at all times and to their agents, employees,
representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If
any such Confidential Information shall reach a third (3
) party or become public, all liability will
be on the Party that is responsible. Neither Party shall, without the written approval of the other
Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either
Party shall be bound to return any and all materials to the Requesting Party within ____ days.
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This Section shall not apply to the 1
Party if this Agreement is Unilateral as marked in Section
V. TIME PERIOD. The bounded Party’s(ies’) duty to hold the Confidential Information in
confidence shall remain in effect until such information no longer qualifies as a trade secret or
written notice is given releasing such Party from this Agreement.
VI. RELATIONSHIP. The Parties agree that there is no such statement in this Agreement that
suggests any Party is an employee, partner, or that the Software is a joint venture. All
ownership interests, if any, shall be stated in a separate agreement.
VII. SEVERABILITY. If a court finds that any provision of this Agreement is invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the
intent of the Parties.
VIII. INTEGRATION. This Agreement expresses the complete understanding of the Parties with
respect to the subject matter and supersedes all prior proposals, agreements, representations,
and understandings. This Agreement may not be amended except in writing with the
acknowledgment of the Parties.
IX. Enforcement. The Parties acknowledge and agree that due to the unique and
sensitive nature of the Confidential Information, any breach of this Agreement would
cause irreparable harm for which damages and or equitable relief may be sought. The
harmed Party shall be entitled to all remedies available at law.
X. GOVERNING LAW. This Agreement shall be governed under the laws in the State of
Party’s Signature ______________________________ Date _________________
Print Name ______________________________
Party’s Signature ______________________________ Date _________________
Print Name ______________________________
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