Non-disclosure agreement

Check one. In a one-way agreement the first party is the disclosing party and the second party is the receiving party. In a mutual agreement each party is both.

Confidential information means non-public information disclosed in connection with the purpose below, whether written, oral, or electronic, including business plans, technical data, designs, customer lists, and financial information. It does not include information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is received from a third party without duty of confidentiality, or is independently developed.

The receiving party will use confidential information only for the stated purpose, protect it with at least reasonable care, and disclose it within its organization only to those who need it and are bound by comparable obligations. Disclosure compelled by law is permitted after reasonable notice where lawful. On request, the receiving party will return or destroy confidential materials. These obligations last for the term below from the date of each disclosure; trade secrets remain protected as long as the law allows.

No license or ownership in the information is granted by disclosure. Sign in ink after printing. Many uses of this document require witnesses or a notary; check the rules that apply in your state before signing.

This document is a general-purpose template provided for convenience. It is not legal advice, and no attorney-client relationship is created by using it. Execution requirements such as witnesses and notarization vary by state. For significant assets or complex situations, have a lawyer review the final document.