"Mutual Non-disclosure Agreement Template - Sls" - California

ADVERTISEMENT
ADVERTISEMENT

Download "Mutual Non-disclosure Agreement Template - Sls" - California

334 times
Rate (4.6 / 5) 23 votes
SLS SAMPLE DOCUMENT 06/27/17
Mutual Non-Disclosure Agreement
This is a Mutual Non-Disclosure Agreement (“Agreement”) dated as of ________, 20___,
between [__________], a California nonprofit public benefit corporation (“Client”), and
___________, a ___________ (“ABC”).
Background
Client is a nonprofit organization dedicated to [mission]. ABC is [a nonprofit organization
dedicated to [mission]]. Client and ABC are discussing a potential relationship
(“Relationship”). In connection with those discussions, Client and ABC may make available
to one another certain proprietary or confidential information. This Agreement describes the
basis upon which Client and ABC will hold and use that information.
Confidentiality
1.
1.1
Confidential Information
“Confidential Information” means all information, in any form, relating to one party and
furnished to or obtained by the other under this Agreement, including, without limitation,
[employee and client data, budget and other financial data, product plans and strategies,
technical data and research, know-how, and the fact that discussions are taking place
concerning the Relationship]. It does not include information which: (a) is or becomes
generally available to the public other than as a result of a disclosure by the receiving party;
(b) was known by the receiving party prior to its being furnished by the disclosing party; (c) is
or becomes available to the receiving party on a non-confidential basis from a source other
than the disclosing party; or (d) is independently developed by the receiving party. All
Confidential Information furnished under this Agreement is and will remain the property of
the disclosing party.
1.2
Use and Confidentiality
Each of Client and ABC will use the other’s Confidential Information only in connection with
discussions about the Relationship and will keep it confidential, [using at least the same
degree of care used to protect its own confidential information]. Each of Client and ABC will
disclose the other’s Confidential Information only to its officers, directors, employees, agents,
consultants, and affiliates, if any, who need access to the information for the purposes
contemplated by this Agreement (each an “Authorized Person”). Authorized Persons will be
subject to, and the receiving party will be responsible for ensuring that they comply with, the
terms of this Agreement. The receiving party will promptly notify the disclosing party upon
discovery of any loss or unauthorized disclosure of the disclosing party’s Confidential
Information.
1.3
Required Disclosure
If a party or any of its Authorized Persons is requested or required to disclose any
Confidential Information by reason of legal requirements or legal proceedings of any nature,
that party will promptly provide the other with written notice of the request or requirement so
that the disclosing party may seek a protective order or other remedy or waive compliance
with this Section 1.3. If, in the absence of a protective order or other remedy or the receipt of
a waiver by the other, a party is nonetheless legally compelled to disclose Confidential
Information, a party may disclose only that portion of Confidential Information which counsel
advises is legally required to be disclosed.
Relationship
2.
2.1
Right to Limit Access
In providing Confidential Information, Client and ABC each reserve the right to limit access to
their respective premises, facilities, equipment, contractors, personnel, information, and
Note: This document does not reflect or constitute legal advice. This is a sample made available by the
Organizations and Transactions Clinic at Stanford Law School on the basis set out at
nonprofitdocuments.law.stanford.edu. Your use of this document does not create an attorney-client relationship with
the Clinic or any of its lawyers or students.
SLS SAMPLE DOCUMENT 06/27/17
Mutual Non-Disclosure Agreement
This is a Mutual Non-Disclosure Agreement (“Agreement”) dated as of ________, 20___,
between [__________], a California nonprofit public benefit corporation (“Client”), and
___________, a ___________ (“ABC”).
Background
Client is a nonprofit organization dedicated to [mission]. ABC is [a nonprofit organization
dedicated to [mission]]. Client and ABC are discussing a potential relationship
(“Relationship”). In connection with those discussions, Client and ABC may make available
to one another certain proprietary or confidential information. This Agreement describes the
basis upon which Client and ABC will hold and use that information.
Confidentiality
1.
1.1
Confidential Information
“Confidential Information” means all information, in any form, relating to one party and
furnished to or obtained by the other under this Agreement, including, without limitation,
[employee and client data, budget and other financial data, product plans and strategies,
technical data and research, know-how, and the fact that discussions are taking place
concerning the Relationship]. It does not include information which: (a) is or becomes
generally available to the public other than as a result of a disclosure by the receiving party;
(b) was known by the receiving party prior to its being furnished by the disclosing party; (c) is
or becomes available to the receiving party on a non-confidential basis from a source other
than the disclosing party; or (d) is independently developed by the receiving party. All
Confidential Information furnished under this Agreement is and will remain the property of
the disclosing party.
1.2
Use and Confidentiality
Each of Client and ABC will use the other’s Confidential Information only in connection with
discussions about the Relationship and will keep it confidential, [using at least the same
degree of care used to protect its own confidential information]. Each of Client and ABC will
disclose the other’s Confidential Information only to its officers, directors, employees, agents,
consultants, and affiliates, if any, who need access to the information for the purposes
contemplated by this Agreement (each an “Authorized Person”). Authorized Persons will be
subject to, and the receiving party will be responsible for ensuring that they comply with, the
terms of this Agreement. The receiving party will promptly notify the disclosing party upon
discovery of any loss or unauthorized disclosure of the disclosing party’s Confidential
Information.
1.3
Required Disclosure
If a party or any of its Authorized Persons is requested or required to disclose any
Confidential Information by reason of legal requirements or legal proceedings of any nature,
that party will promptly provide the other with written notice of the request or requirement so
that the disclosing party may seek a protective order or other remedy or waive compliance
with this Section 1.3. If, in the absence of a protective order or other remedy or the receipt of
a waiver by the other, a party is nonetheless legally compelled to disclose Confidential
Information, a party may disclose only that portion of Confidential Information which counsel
advises is legally required to be disclosed.
Relationship
2.
2.1
Right to Limit Access
In providing Confidential Information, Client and ABC each reserve the right to limit access to
their respective premises, facilities, equipment, contractors, personnel, information, and
Note: This document does not reflect or constitute legal advice. This is a sample made available by the
Organizations and Transactions Clinic at Stanford Law School on the basis set out at
nonprofitdocuments.law.stanford.edu. Your use of this document does not create an attorney-client relationship with
the Clinic or any of its lawyers or students.
other materials. The receiving party will comply with the disclosing party’s facility, system,
and other access and security requirements.
2.2
No Representations or Warranties
Neither Client nor ABC makes any representation or warranty, express or implied, with
respect to the accuracy or completeness of, or assumes any liability for, any Confidential
Information provided under this Agreement.
2.3
No Obligation to Enter Relationship
The exchanges of information and discussions contemplated by this Agreement do not
obligate Client or ABC to enter into any relationship with one another.
2.4
No Rights Granted
Client retains all rights, title, and interest in and to all Confidential Information, including
intellectual property rights.
2.5
[Freedom of Action
Each of Client and ABC may currently or in the future be developing information internally or
receiving information from other parties that may be similar to Confidential Information and
may be in discussions or negotiations with other parties regarding similar relationships.
Accordingly, nothing in this Agreement will be construed: (a) as a representation or promise
that each party will not develop or use programs, concepts, or protocols, or have programs,
concepts, or protocols developed for it, that compete with the programs, concepts, or
protocols contemplated by any Confidential Information or (b) to preclude either party from
negotiating or entering into any agreement with any third party.]
2.6
Publicity
Neither Client nor ABC will use or permit the use of the other’s names, logos, trademarks, or
other identifying data, or otherwise discuss or make reference to such other party, in any
notices to third parties, any study, policy, outreach, promotional, marketing, advertising,
investment, or other material, or in any website, press release or other public
communication, however characterized, without first obtaining the other party’s written
consent.
2.7
Termination
This Agreement will terminate on the earlier of: (a) execution of a definitive agreement
governing the Relationship that includes confidentiality provisions or that expressly
supersedes this Agreement; (b) delivery of written notice of termination by one party to the
other under this Section 2.7, with termination to be effective on receipt of such notice; or
(c) mutual agreement of Client and ABC.
2.8
Effect of Termination
Upon termination without a definitive agreement, each receiving party will, at its own
expense, return or destroy all copies of written Confidential Information furnished to the
receiving party. Within ten days after termination, the receiving party will, at the disclosing
party’s request, certify in writing that all Confidential Information has been so returned or
destroyed. Notwithstanding the other provisions of this Section 2.8, each receiving party’s
obligations under Section 1 of this Agreement will continue in effect for [two years] from the
date of termination.
3. General Provisions
3.1
Injunctive Relief
Client and ABC each recognize that a breach of this Agreement may cause irreparable harm
to the other party and that actual damages may be difficult to ascertain and in any event may
be inadequate. Accordingly, Client and ABC agree that in the event of such a breach, the
2
injured party may be entitled to injunctive relief in addition to such other legal or equitable
remedies as may be available.
3.2
Entire Agreement
This Agreement expresses the final, complete, and exclusive agreement between Client and
ABC and supersedes any and all prior or contemporaneous oral and written agreements,
arrangements, negotiations, communications, courses of dealing, or understandings
between Client and ABC relating to its subject matter.
3.3
Amendment
This Agreement may be amended only as stated in and by a writing signed by both Client
and ABC which recites that it is an amendment to this Agreement.
3.4
Severability
If any provision in this Agreement is held invalid or unenforceable, the other provisions will
remain enforceable, and the invalid or unenforceable provision will be considered modified
so that it is valid and enforceable to the maximum extent permitted by law.
3.5
Waiver
Any waiver under this Agreement must be in writing and signed by the party granting the
waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver
of any later breach or of the right to enforce any provision of this Agreement.
3.6
Assignment
Neither Client nor ABC may assign its rights or delegate its duties under this Agreement to
anyone else without the prior written consent of the other party.
3.7
Notices
Client and ABC will send and receive any notices under this Agreement to the addresses
provided below.
3.8
Governing Law; [Jurisdiction]
This Agreement is governed by California law. [Client and ABC consent to the exclusive
jurisdiction of the state and federal courts for ______, California.]
3.9
Counterparts
This Agreement may be executed in one or more counterparts, each of which will be
deemed an original and all of which will be taken together and deemed to be one instrument.
Transmission by fax or PDF of executed counterparts will constitute effective delivery.
* * * * * * * *
Client and ABC executed this Agreement as of the date appearing in its first paragraph.
Client
ABC
By:
______________________________
By:
______________________________
Name:
______________________________
Name:
______________________________
Title:
______________________________
Title:
______________________________
Address: ______________________________
Address: ______________________________
______________________________
3
Page of 3