This Non-Disclosure Agreement (this “Agreement” or this “Non-Disclosure Agreement”) by and between [Sender.Company], a [Sender.State] of incorporation type of legal entity, having its principal place of business at [Sender.StreetAddress] (the “Disclosing Party”), and [Client.Company], a [Client.State] of incorporation type of legal entity, having its principal place of business at [Client.StreetAddress] (the “Receiving Party”) who agrees to be bound by this Agreement.
WHEREAS, through this Non-Disclosure Agreement, [Sender.Company] and [Client.Company] have entered into a relationship by which [Client.Company] may be exposed to certain confidential information of [Sender.Company], in which it has an interest in protecting. NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, [Sender.Company] and [Client.Company] (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:
For the purposes of this Non Disclosure Agreement, the following terms are defined as follows:
a. “Trade Secret” means all information possessed by or developed for [Sender.Company] to which all the following apply: (i) the information derives independent economic value from not being generally known and (ii) [Sender.Company] takes reasonable precautions to prevent such information from being disclosed to the public.
b. “Confidential Information” means information, to the extent it is not a Trade Secret, which is possessed by [Sender.Company] and which relates to [Sender.Company], including, without limitation, for example: business plans, strategies, existing or proposed bids, costs, technical developments, financial or business projections, investments, marketing plans, or training information, materials, and examples of confidential information.
2. NON DISCLOSURE OF CONFIDENTIAL INFORMATION
Except as required to further the relationship between [Sender.Company] and [Client.Company] or as expressly authorized in writing on behalf of [Sender.Company], [Client.Company] shall not disclose, directly or indirectly, any Confidential Information during the period of his/her relationship with [Sender.Company] or anytime after the termination of such relationship.
3. TRADE SECRETS
Throughout the duration of this Non Disclosure Agreement and [Client.Company]‘s business relationship with [Sender.Company] and anytime after the termination of such relationship, [Client.Company] shall do what is reasonably necessary to prevent unauthorized disclosure of [Sender.Company]‘s Trade Secrets. Further, after the termination of the any such relationship, [Client.Company] shall not use or disclose [Sender.Company]‘s Trade Secrets as long as they remain Trade Secrets.
The provisions of Sections 2 and 3 above will not be deemed to prohibit any disclosure that is required by law or court order, however [Client.Company] agrees to provide [Sender.Company] with reasonable prior notice and an opportunity to contest or minimize such disclosure.
5. RETURN OF DOCUMENTS
Immediately upon termination of the relationship between [Sender.Company] and [Client.Company], [Client.Company] shall return to [Sender.Company] any documents pertaining to the Confidential Information or Trade Secrets which are in [Client.Company]‘s possession.
6. REPRESENTATIVE ACKNOWLEDGMENTS
[Client.Company] acknowledges that: (i) this Agreement has been specifically bargained between the parties and reviewed by [Client.Company], (ii) [Client.Company] has had an opportunity to obtain legal counsel to review this Agreement, and (iii) the covenants made by and duties imposed upon [Client.Company] hereby are fair, reasonable and minimally necessary to protect the legitimate business interests of [Sender.Company], (iv) such covenants and duties will not place an undue burden upon [Client.Company]‘s livelihood in the event of termination of [Client.Company]‘s business relationship with [Sender.Company] and the strict enforcement of the covenants contained herein, and (v) any breach of this Agreement will cause substantial and irreparable harm to [Sender.Company] for which money damages would be an inadequate remedy.
This Non Disclosure Agreement and the interpretation of the terms herein shall be governed by and construed in accordance with the laws of the State of [Sender.State]. The Parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in [Sender.Country], [Sender.State]. IN WITNESS WHEREOF, each of the Parties has executed this Non-Disclosure Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.