UNILATERAL NON-DISCLOSURE AGREEMENT
This Unilateral Non-Disclosure Agreement, known as the “Agreement”, is made this ____ day of
______________________, 20____ by and between ______________________, of
______________________, City of ______________________, State of
______________________, known as the “Company”, and ______________________, of
______________________, City of ______________________, State of
______________________, known as the “Recipient”, and collectively known as the “Parties”.
1. Definition of Confidentiality. As used in this Agreement, "Confidential Information" refers to
any information which has commercial value and is either (i) technical information, including
patent, copyright, trade secret and other proprietary information, techniques, sketches, drawings,
models, inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current, future and proposed
products and services of Company, or (ii) non-technical information relating to Company's
products including, without limitation, pricing, margins, merchandising plans and strategies,
finances, financial and accounting data and information, suppliers, customers, customer lists,
purchasing data, sales and marketing plans, future business plans, and any other information
which is proprietary and confidential to Company.
2. Nondisclosure and Nonuse Obligations. Recipient will maintain in confidence and will not
disclose, disseminate or use any Confidential Information belonging to Company, whether or not
in written form. Recipient agrees that Recipient shall treat all Confidential Information of
Company with at least the same degree of care as Recipient accords its own Confidential
Information. Recipient further represents that Recipient exercises at least reasonable care to
protect its own Confidential Information. If Recipient is not an individual, Recipient agrees that
Recipient shall disclose Confidential Information only to those of its employees who need to
know such information and certifies that such employees have previously signed a copy of this
Agreement.
3. Survival. This Agreement shall govern all communications between the Parties. Recipient
understands that its obligations under Paragraph 2 ("Nondisclosure and Nonuse Obligations")
shall survive the termination of any other relationship between the Parties. Upon termination of
any relationship between the Parties, Recipient will promptly deliver to Company, without
retaining any copies, all documents and other materials furnished to Recipient by Company.
4. Governing Law. This Agreement shall be governed in all respects by the Federal laws of the
United States of America and the State laws of ______________________.
5. Injunctive Relief. A breach of any of the promises or agreements contained herein will result
in irreparable and continuing damage to Company for which there will be no adequate remedy at
law, and Company shall be entitled to injunctive relief and/or a decree for specific performance
and such other relief as may be proper (including monetary damages if appropriate).
6. Severability. The provisions of this Agreement are independent of and separable from each
other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be invalid or unenforceable in whole or in
part.
