"Unilateral Non-disclosure Agreement Template"

ADVERTISEMENT
ADVERTISEMENT

Download "Unilateral Non-disclosure Agreement Template"

315 times
Rate (4.8 / 5) 22 votes
UNILATERAL NON-DISCLOSURE AGREEMENT
THIS non-disclosure agreement (“AGREEMENT”), effective as of ________________, 20___,
is
made
between
_____________________________
(“Discloser”)
and
______________________________ (“Recipient”).
WHEREAS, Discloser possesses certain information, data, prototypes, and experience relating
specifically to _________________________________________ technology (“Discloser
Information”); and
WHEREAS, said Discloser Information is considered by Discloser as confidential and proprietary
to Discloser; and
WHEREAS, said Discloser Information is to be disclosed by Discloser to Recipient for the
purposes of enabling Recipient to conduct internal testing, assessment, consideration, or evaluation
of technology and discuss possible collaborative effort with Discloser (“Disclosure Purpose”).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:
1)
The phrase “Confidential Information” means all Discloser Information supplied directly
to Recipient by Discloser in written form prominently marked “Confidential,” but
specifically does NOT include any Discloser Information which:
A)
Is on the effective date hereof, or hereafter becomes, part of the public domain; or
B)
At the time of its receipt from Discloser was already known to Recipient; or
C)
Comes into Recipient’s possession from a third party having the right to so disclose
to Recipient; or
D)
Has been or becomes disclosed by Discloser to a third party on a non-confidential
basis; or
E)
Recipient is required to disclose by a court of competent jurisdiction.
2)
Recipient shall use reasonable diligence to prevent the unauthorized disclosure by
Recipient of the Confidential Information; provided however, that Recipient will not be
liable for inadvertent disclosure where reasonable care, commensurate with that which is
customarily exercised with respect to its own proprietary information, has been taken to
prevent such disclosure.
3)
The Discloser Information shall be delivered to Recipient, and the disclosure hereunder
completed, within 30 days of the effective date hereof (or longer, if the parties agree).
4)
Recipient agrees not to disclose or use the Confidential Information, (other than for the
Disclosure Purpose) for a period of ____ year(s) from the effective date hereof.
UNILATERAL NON-DISCLOSURE AGREEMENT
THIS non-disclosure agreement (“AGREEMENT”), effective as of ________________, 20___,
is
made
between
_____________________________
(“Discloser”)
and
______________________________ (“Recipient”).
WHEREAS, Discloser possesses certain information, data, prototypes, and experience relating
specifically to _________________________________________ technology (“Discloser
Information”); and
WHEREAS, said Discloser Information is considered by Discloser as confidential and proprietary
to Discloser; and
WHEREAS, said Discloser Information is to be disclosed by Discloser to Recipient for the
purposes of enabling Recipient to conduct internal testing, assessment, consideration, or evaluation
of technology and discuss possible collaborative effort with Discloser (“Disclosure Purpose”).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:
1)
The phrase “Confidential Information” means all Discloser Information supplied directly
to Recipient by Discloser in written form prominently marked “Confidential,” but
specifically does NOT include any Discloser Information which:
A)
Is on the effective date hereof, or hereafter becomes, part of the public domain; or
B)
At the time of its receipt from Discloser was already known to Recipient; or
C)
Comes into Recipient’s possession from a third party having the right to so disclose
to Recipient; or
D)
Has been or becomes disclosed by Discloser to a third party on a non-confidential
basis; or
E)
Recipient is required to disclose by a court of competent jurisdiction.
2)
Recipient shall use reasonable diligence to prevent the unauthorized disclosure by
Recipient of the Confidential Information; provided however, that Recipient will not be
liable for inadvertent disclosure where reasonable care, commensurate with that which is
customarily exercised with respect to its own proprietary information, has been taken to
prevent such disclosure.
3)
The Discloser Information shall be delivered to Recipient, and the disclosure hereunder
completed, within 30 days of the effective date hereof (or longer, if the parties agree).
4)
Recipient agrees not to disclose or use the Confidential Information, (other than for the
Disclosure Purpose) for a period of ____ year(s) from the effective date hereof.
5)
Recipient agrees to return all Proprietary Information submitted upon demand. If Recipient
desires to manufacture or sell such Proprietary Information, a separate license must be
negotiated.
6)
Should legal action be instituted in order for either party to establish or enforce its rights
hereunder, the prevailing party shall be entitled to recover from the other party all costs of
suit and reasonable attorneys’ fees.
7)
This Agreement shall be governed by the laws of the State of New Mexico.
8)
All transfers of information, including data, under the terms of this Agreement shall at all
times be subject to the export control and other applicable laws and regulations of the
United States. Each party agrees that it shall not make any disposition, by way of trans-
shipment, re-export, diversion or otherwise, except as said laws and regulation expressly
permit, of information or data furnished under the Agreement.
9)
This Agreement contains the entire understanding of the parties as to the subject matter
and cannot be modified except by a written document bearing the signatures of both parties
hereto.
IN WITNESS WHEREOF, the parties have caused this Non-Disclosure Agreement to be
executed by their duly authorized representatives.
Discloser
Recipient
_______________________________________
__________________________________
(Authorized Signature)
(Date)
(Authorized Signature)
(Date)
Name:
Name:
Title:
Title:
Organization:
Organization:
Address:
Address:
Email:
Email:
Phone:
Phone:
Additional Parties:
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
Name
Signature
Date
Page of 3