Nondisclosure Agreement
Non-Disclosure Agreement
_____________________, and _____________________, agree:
_____________________ and _____________________ may from time to time disclose to one another certain confidential information or trade secrets generally regarding ______________________.
_____________________ and _____________________ agrees that they shall not disclose the information so conveyed, unless in conformity with this agreement. Both parties shall limit disclosure to their officers and employees with a reasonable “need to know” the information, and shall protect the same from disclosure with reasonable diligence.
As to all information, which each party claims is confidential, they shall reduce the same to writing prior to disclosure and shall conspicuously mark the same as “confidential,” “not to be disclosed” or with other clear indication of its status. If the confidential information which is disclosed is not in written form, for example, a machine or device, the parties shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claimed by the party. The parties agree upon reasonable notice to return the confidential tangible material provided by the other party upon reasonable request.
The obligation of non-disclosure shall terminate when if any of the following occurs:
(a) The confidential information becomes known to the public without the fault of the party receiving disclosure, or;
(b) The information is disclosed publicly by the party disclosing, or;
(c) a period of __________ passes from the disclosure, or;
(d) the information loses its status as confidential through no fault of the party receiving disclosure.In any event, the obligation of non-disclosure shall not apply to information which was known to a party prior to the execution of this agreement.
Dated: _______________________________
________________________________________________
______________ By Company
_______________________________________________
______________ By Individual
Non-Disclosure Agreement
Review ListThis review list is provided to inform you about this document in question and assist you in its preparation. This Non-Disclosure agreement appears in a more complex form in other employment documents. The purpose of using this one is that it is narrow in scope and therefore both more enforceable and acceptable to prospective signers due to its limited nature.
1. Make multiple copies. Keep one in the individual’s file and another in a general non-disclosure file. Give one to the signer as well.
Frequently Asked Questions
What is a nondisclosure agreement?
A nondisclosure agreement is a contract in which parties agree not to disclose certain confidential information or trade secrets that they may disclose to one another. The agreement typically outlines the obligations of the parties to protect such information. It is used to safeguard sensitive information shared between parties.
What types of information are covered by a nondisclosure agreement?
A nondisclosure agreement covers confidential information or trade secrets that the parties may disclose to one another. The specific subject matter is generally identified in the agreement. The information must be marked as confidential or otherwise indicated as secret to be protected.
How should confidential information be marked under a nondisclosure agreement?
Confidential information must be reduced to writing prior to disclosure and conspicuously marked as 'confidential,' 'not to be disclosed,' or with another clear indication of its status. If the information is not in written form, such as a machine or device, the disclosing party must provide written notice of the claimed secrecy prior to or at the same time as the disclosure. This ensures that the receiving party is aware of the confidential nature of the information.
Who can confidential information be disclosed to under a nondisclosure agreement?
Disclosure is limited to officers and employees of the parties who have a reasonable 'need to know' the information. Both parties must protect the information from disclosure with reasonable diligence. This means that only those who require the information to perform their duties may access it.
What happens if confidential information is not in written form?
If confidential information is not in written form, such as a machine or device, the parties must provide written notice of the secrecy claimed by the party prior to or at the same time as the disclosure. This written notice ensures that the receiving party understands the information is confidential. The agreement requires this step to maintain protection.
What are the obligations of the parties regarding confidentiality?
The parties agree not to disclose the confidential information unless in conformity with the agreement. They must limit disclosure to officers and employees with a reasonable 'need to know' and protect the information with reasonable diligence. These obligations are central to the nondisclosure agreement.
What is meant by 'need to know' in a nondisclosure agreement?
In a nondisclosure agreement, 'need to know' refers to officers and employees who require access to the confidential information to perform their job responsibilities. Disclosure is restricted to such individuals. This limits the risk of unauthorized dissemination.
What is 'reasonable diligence' in protecting confidential information?
Reasonable diligence refers to the standard of care that the parties must exercise to protect confidential information from disclosure. It requires taking appropriate measures to prevent unauthorized access or release. The agreement does not specify exact actions but expects a reasonable level of effort.
What must be done with tangible confidential materials upon notice?
The parties agree upon reasonable notice to return the confidential tangible materials. This means that if requested, the receiving party must return any physical items containing confidential information. The agreement includes this provision to ensure the return of such materials.
Can confidential information be disclosed if required by law?
The agreement states that the parties shall not disclose the information unless in conformity with the agreement. It does not explicitly address disclosures required by law. Therefore, any such disclosure would need to be evaluated under the terms of the agreement.
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