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This Non-Disclosure Agreement (NDA) outlines the terms between a Disclosing Party and a Receiving Party for protecting confidential information shared for a specific purpose. It details the obligations of the Receiving Party, exclusions from confidentiality, the term of the agreement, and remedies for breach. The agreement is governed by the laws of a specified state or country and requires signatures from both parties.

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31 views2 pages

Software Docs

This Non-Disclosure Agreement (NDA) outlines the terms between a Disclosing Party and a Receiving Party for protecting confidential information shared for a specific purpose. It details the obligations of the Receiving Party, exclusions from confidentiality, the term of the agreement, and remedies for breach. The agreement is governed by the laws of a specified state or country and requires signatures from both parties.

Uploaded by

sumanreddy0999
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

Non-Disclosure Agreement (NDA)

1. Parties Involved
Disclosing Party: [Vendor 1 Name]

Receiving Party: [Vendor 2 Name]

Effective Date: [Date]

2. Purpose
The purpose of this agreement is to protect confidential information exchanged between
the two parties for [specific purpose, such as software collaboration, evaluation of business
relationship, etc.].

3. Definition of Confidential Information


Confidential information refers to all technical and non-technical data shared between the
parties, including but not limited to, source code, product designs, business strategies,
software architecture, and proprietary algorithms.

4. Obligations of the Receiving Party


The Receiving Party agrees to:

- Use the confidential information only for the agreed purpose.

- Protect the confidentiality of the information with reasonable care.

- Not disclose the information to any third party without prior written consent of the
Disclosing Party.

5. Exclusions from Confidential Information


The Receiving Party is not obligated to protect confidential information if it:

- Is already publicly available at the time of disclosure.

- Is lawfully in the possession of the Receiving Party before the disclosure.

- Is provided by a third party without a confidentiality obligation.

- Is independently developed without the use of confidential information.


6. Term
This agreement will remain in effect for [number of years] years from the Effective Date.
The obligation to protect confidential information remains for [specific term, e.g., 2 years]
after the termination of this agreement.

7. Return of Materials
Upon request from the Disclosing Party, the Receiving Party must promptly return or
destroy any copies of the confidential information.

8. No License
This agreement does not grant the Receiving Party any rights or licenses to use the
intellectual property owned by the Disclosing Party, except as needed for the specified
purpose.

9. Remedies
The Receiving Party acknowledges that any breach of this agreement may cause irreparable
harm to the Disclosing Party, and the Disclosing Party is entitled to seek injunctive relief or
other legal remedies.

10. Governing Law


This agreement will be governed by the laws of [State/Country].

11. Signatures
Disclosing Party: ____________________________
Name: [Name]
Title: [Title]
Date: [Date]

Receiving Party: ____________________________


Name: [Name]
Title: [Title]
Date: [Date]

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