Non-Disclosure Agreement — Sample

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EasyLegal.co is not a law firm and does not provide legal services. --- # UNILATERAL NON-DISCLOSURE AGREEMENT **PARTIES:** **Disclosing Party:** Acme Technologies Inc., a corporation organized and existing under the laws of [REVIEW: state of incorporation], with its principal place of business at 123 Innovation Drive, San Francisco, CA 94105 ("Disclosing Party") **Receiving Party:** Sarah Johnson, an individual residing at 456 Oak Street, Los Angeles, CA 90001 ("Receiving Party") **Effective Date:** [REVIEW: insert effective date] ## RECITALS WHEREAS, Disclosing Party possesses certain confidential and proprietary information relating to its business operations, products, and services; WHEREAS, Receiving Party desires to receive access to certain confidential information of Disclosing Party for the purpose of [REVIEW: insert specific business purpose]; WHEREAS, Disclosing Party is willing to disclose such confidential information to Receiving Party subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ## 1. DEFINITION OF CONFIDENTIAL INFORMATION 1.1 **Confidential Information** means any and all non-public, confidential, or proprietary information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically, or in any other form, including but not limited to: product roadmaps, technical architecture, proprietary algorithms, business strategy, financial projections, customer data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information. 1.2 Confidential Information shall also include any information derived from, based upon, or incorporating any of the foregoing information, and any notes, analyses, compilations, studies, interpretations, or other documents prepared by Receiving Party that contain or reflect such information. 1.3 Confidential Information shall be deemed confidential regardless of whether it is marked as "confidential" or similar designation. ## 2. OBLIGATIONS 2.1 Receiving Party acknowledges that the Confidential Information is valuable, special, and unique to Disclosing Party and agrees to hold all Confidential Information in strict confidence. 2.2 Receiving Party shall not, directly or indirectly, disclose, reveal, or make available any Confidential Information to any third party without the prior written consent of Disclosing Party. 2.3 Receiving Party shall use the Confidential Information solely for the purpose of [REVIEW: insert specific business purpose] and shall not use such information for any other purpose. 2.4 Receiving Party shall take reasonable precautions to protect the confidentiality of the Confidential Information, using at least the same degree of care that it uses to protect its own confidential information, but in no event less than reasonable care. 2.5 Receiving Party shall limit access to Confidential Information to those employees, agents, or advisors who have a legitimate need to know such information for the purposes contemplated herein and who have been informed of the confidential nature of such information. ## 3. EXCLUSIONS The obligations set forth in Section 2 shall not apply to any information that: 3.1 Is or becomes generally available to the public through no breach of this Agreement by Receiving Party; 3.2 Was rightfully known to Receiving Party prior to disclosure by Disclosing Party; 3.3 Is rightfully received by Receiving Party from a third party without breach of any confidentiality obligation; 3.4 Is independently developed by Receiving Party without use of or reference to Confidential Information; or 3.5 Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice of such requirement and cooperates with Disclosing Party's efforts to seek protective treatment of such information. ## 4. TERM AND TERMINATION 4.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period of two (2) years from the Effective Date, unless terminated earlier in accordance with the provisions hereof. 4.2 Either party may terminate this Agreement at any time upon thirty (30) days' written notice to the other party. 4.3 The obligations of Receiving Party under Sections 2, 5, 6, 7, 8, and 9 shall survive termination of this Agreement. ## 5. RETURN OF MATERIALS 5.1 Upon termination of this Agreement or upon written request by Disclosing Party, Receiving Party shall promptly return or destroy all documents, materials, and other tangible items containing or representing Confidential Information and all copies thereof in its possession or control. 5.2 Receiving Party shall certify in writing to Disclosing Party that it has complied with the requirements of this Section 5. ## 6. NON-COMPETITION 6.1 During the term of this Agreement and for a period of one (1) year following its termination, Receiving Party shall not, directly or indirectly, engage in, participate in, or have any interest in any business that competes with Disclosing Party's business in the field of [REVIEW: insert specific field or industry] within the geographic area of [REVIEW: insert reasonable geographic scope]. 6.2 The restrictions in this Section 6 shall apply only to the extent reasonably necessary to protect Disclosing Party's Confidential Information and legitimate business interests. ## 7. NON-SOLICITATION 7.1 During the term of this Agreement and for a period of two (2) years following its termination, Receiving Party shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, consultant, or independent contractor of Disclosing Party to terminate their relationship with Disclosing Party. 7.2 During the term of this Agreement and for a period of two (2) years following its termination, Receiving Party shall not, directly or indirectly, solicit or attempt to solicit any customer or client of Disclosing Party for the purpose of providing products or services competitive with those provided by Disclosing Party. ## 8. REMEDIES 8.1 Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate compensation. 8.2 Therefore, Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, to prevent or remedy any breach of this Agreement, without prejudice to any other rights or remedies it may have at law or in equity. 8.3 In the event of a breach of this Agreement by Receiving Party, Receiving Party shall be liable for all costs and expenses, including reasonable attorneys' fees, incurred by Disclosing Party in enforcing this Agreement. ## 9. GENERAL PROVISIONS 9.1 **Entire Agreement.** This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. 9.2 **Amendment.** This Agreement may be amended only by a written instrument signed by both parties. 9.3 **Waiver.** No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision. No waiver shall be effective unless in writing and signed by the party making the waiver. 9.4 **Severability.** If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable. 9.5 **Assignment.** This Agreement may not be assigned by either party without the prior written consent of the other party, except that Disclosing Party may assign this Agreement to any successor or affiliate. 9.6 **Binding Effect.** This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 9.7 **Notices.** All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by recognized overnight courier service to the addresses set forth above. ## 10. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. ## SIGNATURE BLOCKS **DISCLOSING PARTY:** Acme Technologies Inc. By: _________________________________ Date: ___________ Print Name: _________________________ Title: _______________________________ **RECEIVING PARTY:** _________________________________ Date: ___________ Sarah Johnson Print Name: Sarah Johnson