This Non-Disclosure Agreement (“Agreement”) is entered into between [Your Company Name] (“Disclosing Party”) and the undersigned party (“Receiving Party”) for the purpose of protecting confidential information shared by the Disclosing Party related to patch designs, manufacturing processes, business strategies, and any other proprietary information.
- Definition of Confidential Information: Confidential Information includes, but is not limited to, any information disclosed by the Disclosing Party to the Receiving Party, whether in writing, orally, or in any other form, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
- Obligations of the Receiving Party: The Receiving Party agrees to treat all Confidential Information received from the Disclosing Party as strictly confidential. The Receiving Party shall:
a. Use the Confidential Information solely for the purpose of evaluating or engaging in business discussions related to the production of patches and shall not use it for any other purpose without the prior written consent of the Disclosing Party.
b. Protect the Confidential Information with the same degree of care and confidentiality that it applies to its own confidential information of a similar nature, but no less than reasonable care.
c. Not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law or authorized in writing.
- Exclusions: The obligations set forth in this Agreement shall not apply to information that:
a. Was rightfully in the possession of the Receiving Party prior to its disclosure by the Disclosing Party.
b. Is or becomes publicly available without breach of this Agreement.
c. Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.
- Return of Confidential Information: Upon written request by the Disclosing Party or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, including any copies or reproductions thereof.
- Term: This Agreement shall remain in effect for a period of [enter duration] from the effective date, unless terminated earlier by either party with written notice. The obligations of confidentiality and non-disclosure shall survive termination of this Agreement.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [enter jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [enter jurisdiction].