Note: This sample agreement is provided
by the law firm of Sixbey, Friedman, Leedom & Ferguson, P.C. for educational purposes,
as an example of one type of Non-Disclosure Agreement. The agreement is provided as-is,
and may contain errors or omissions. You should consult an attorney to determine whether
this form appropriately protects you in your particular circumstances, and for advice on
properly completing the form.
TRANSFER OF PROPRIETARY INFORMATION
NON-DISCLOSURE AND CONFIDENTIALITY
This Agreement is made on __________________ (the
"Effective Date") by and between ________________________________ (the
"Disclosing Party"), whose address is
____________________________________________________ (the "Receiving Party")
whose address is ____________________________________________. The parties hereby agree as
In its sole discretion, the Disclosing Party will provide
to the Receiving Party certain confidential and proprietary information for the limited
purpose of allowing the Receiving Party to evaluate its interest in
________________________________, in accordance with the following terms and conditions:
For purposes of this Agreement, "Confidential
Information" shall mean the information received by the Receiving Party from the
Disclosing Party which is marked as "Confidential" and/or
"Proprietary" or which would logically be considered "Confidential"
and/or "Proprietary" in view of its relationship to the whole disclosure.
Information initially furnished orally which was identified by the Disclosing Party as
confidential and/or proprietary at the time of disclosure, shall be treated by the
Receiving Party as Confidential Information.
2. Protection and Purpose
All "Confidential Information" shall be
maintained in confidence by the Receiving Party, and shall not be disclosed to any third
party and shall be protected with the same degree of care as the Receiving Party normally
uses in the protection of its own confidential and proprietary information, but in no case
with any less degree than reasonable care. The Receiving Party shall not use any
"Confidential Information" received from the Disclosing Party except for the
evaluation purposes set forth above.
The restrictions herein provided shall not apply with
respect to "Confidential Information" which:
A. Is known by the Receiving Party at the time of receipt;
B. Is or becomes a part of the public domain without breach
of this Agreement by the Receiving Party; or
C. Is legitimately obtained by the Receiving Party without
a commitment of confidentiality from a third party; or
D. Is disclosed by the Disclosing Party to a third party
without a commitment of confidentiality by the third party; or
E. Is independently developed by the Receiving Party; or
F. Is disclosed pursuant to judicial action or government
regulations, provided the Receiving Party notifies the Disclosing Party prior to such
disclosure and cooperates with the Disclosing Party in the event the Disclosing Party
elects to legally contest and avoid such disclosure.
4. Rights and Licenses
This Agreement and the furnishing of "Confidential
Information" as provided herein shall not be construed as establishing, either
expressly or by implication, any grant of rights or licenses to the Receiving Party or any
relationship between the parties.
All tangible information, including drawings,
specifications and other information submitted hereunder by the Disclosing Party to the
Receiving Party, shall remain the property of the Disclosing Party. If either party elects
not to pursue any further business undertaking, the Receiving Party shall promptly return
to the Disclosing Party all tangible information, and all copies thereof, related to
The Receiving Party shall not export any Confidential
Information without written permission from the Disclosing Party. If the Disclosing Party
is permitted to export Confidential Information, the Disclosing Party shall comply with
the U.S. Export Administration Laws and regulations (EAR) and shall not export or
re-export any technical data or products received from the Disclosing Party or the direct
product of such technical data to any proscribed country listed in the "EAR"
unless properly authorized by the U.S. government.
This Agreement is to be construed in accordance with the
laws of the Commonwealth of Virginia in the United States of America and shall terminate
five (5) years from the effective date of this Agreement.
DISCLOSING PARTY NAME
(Authorized Signature and Date)
RECEIVING PARTY NAME
(Authorized Signature and Date)
Copyright © 1997 Sixbey,
Friedman, Leedom & Ferguson, P.C. - All rights reserved. Used with permission.
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Resource Center Ground Rules.