Page 1 of 3
VIRGINIA NON-DISCLOSURE AGREEMENT
In accordance with VA Title 59.1 Chapter 26 “Uniform Trade Secrets Act”
1. This Virginia Non-Disclosure Agreement is created on this ___ day of _______ , _____
by and between _______________________ , hereinafter known as “Party A”, located at
_______________________ , and _______________________ , hereinafter known as
“Party B”, located at _______________________ . Party A and Party B are hereby known
as the “Parties”. During these discussions, either party may share certain proprietary
information. Therefore, in consideration of the promises and covenants contained in this
Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to the following:
2. Type of Agreement. Both parties Initial and Check just ONE (1) of the options below.
_____ _____ - Unilateral – This Agreement shall be Unilateral; Party A shall have
complete ownership of all proprietary information, prohibiting Party B from disclosing said
proprietary information to be released by Party A.
_____ _____ - Mutual – This Agreement shall be Mutual; Both Party A and Party B
shall be prohibited from sharing learned confidential and proprietary information that is
communal between both parties.
3. Definition of Confidentiality. The following is considered confidential information for:
Party A: _________________________________________________________________
________________________________________________________________________
________________________________________________________________________
Party B (only if “Mutual” was selected): ________________________________________
________________________________________________________________________
________________________________________________________________________
4. Exclusions. The Parties obligations under this Agreement do not extend to information that
is: (i) publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of Party B; (ii) discovered or created by Party B before disclosure by Party
A, and vice versa; (iii) learned by Party B through legitimate means other than from Party A
or Party A’s representatives; or (iv) is disclosed by the Party with the other Party's prior
written approval.