Non Disclosure Agreement

Here is a basic example of language to include in a Non-Disclosure agreement.  This agreement is not meant to be all inclusive, and should be tailored to fit your specific protection requirements.


This Agreement is entered into this ____th day of  _________, 2011 by and between ________ with
offices at  ______________________    (hereinafter “Recipient”) and
______________________, with offices at _____________________ (hereinafter “Discloser”).
WHEREAS Discloser possesses certain ideas and information relating to __________________ that is
confidential and proprietary to Discloser (hereinafter “Confidential Information”); and
WHEREAS the Recipient is willing to receive disclosure of the Confidential Information pursuant to
the terms of this Agreement for the purpose of ______________________  services;
NOW THEREFORE, in consideration for the mutual undertakings of the Discloser and the Recipient
under this Agreement, the parties agree as follows:
1. Disclosure. Discloser agrees to disclose, and Receiver agrees to receive the Confidential
2. Confidentiality.
2.1 No Use. Recipient agrees not to use the Confidential Information in any way, or to
manufacture or test any product embodying Confidential Information, except for the
purpose set forth above.
2.2 No Disclosure. Recipient agrees to use its best efforts to prevent and protect the
Confidential Information, or any part thereof, from disclosure to any person other than
Recipient’s employees having a need for disclosure in connection with Recipient’s
authorized use of the Confidential Information.
2.3 Protection of Secrecy. Recipient agrees to take all steps reasonably necessary to protect
the secrecy of the Confidential Information, and to prevent the Confidential Information
from falling into the public domain or into the possession of unauthorized persons.
3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and
the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from
(b) has become publicly known through no wrongful act of Recipient;
(c) was received by Recipient without breach of this Agreement from a third party without
restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information;
(e) was ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Recipient agrees that all Confidential Information shall
remain the property of Discloser, and that Discloser may use such Confidential Information for any
purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or
implying any transfer of rights to Recipient in the Confidential Information, or any patents or other
intellectual property protecting or relating to the Confidential Information.
5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential
Information disclosed to Recipient is no longer confidential.
6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of,
and be enforceable by (a) Discloser, its successors, and assigns; and (b) Recipient, its successors and
IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written
DISCLOSER (                                                       )
Signed: ______________________________
Print Name: __________________________

RECIPIENT(                                                        )
Signed: ______________________________
Print Name: __________________________