Non-Disclosure Agreement Template







THIS AGREEMENT (the “Agreement”) is entered into on DATE by and between Guttulus, located at LOCATION, and COMPANY, located at LOCATION.

Both parties will participate in discussions regarding the “Transaction.” Both parties may share certain proprietary information with each other. Based on mutual promises contained in this Agreement, and other valuable consideration, both parties agree to the following:

1.         Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” means any information that is proprietary to either party. This information should not generally be known to the public. A non-exclusive list of possible information follows:

any financial information, or projections, operations, business plans and marketing plans regarding either party, their affiliates, subsidiaries and affiliated companies; customer lists; any invention, design, improvement, technology or method; any trade secrets; and any other information either party would deem secretive in nature.

2.         Disclosure of Confidential Information.

When either party discloses confidential information to the other:

Information may be a limited disclosure to either company’s directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know said confidential information as it relates to the issue; a reasonable degree of care should be taken to make sure information is not disclosed or leaked; and liability for breach of such agreement remains on the party who breached.

3.         Use of Confidential Information.

Both parties agree that Confidential Information shall be used with the sole purpose of establishing a business relationship between the parties. No other purposes are valid. There are no licenses, either expressed or implied, given. Confidential Information shall be used only in regards to business discussions. Modification of either party’s previous existing agreements is not valid. This article is governed by Federal Rules of Evidence 408.

4.         Compelled Disclosure of Confidential Information.

When information is compelled, either party may disclose to the extent necessary. Should information be required by the government, judicial branch, administrative order, subpoena, discovery, or any other similar method, disclosure may be made without violating this contract. In the case of a specific inquiry, only the information necessary to answer the question may be provided. In the case of a broad inquiry, the disclosing party may comply with the request by first providing the other party notice of what is being disclosed. In addition a protective order may be obtained by either party upon notice of disclosure. Both parties agree to act in good faith when disclosing Confidential Information. Both parties agree to provide notice if possible to the other of inquiries to confidential information.

5.         Term.

This Agreement shall remain for two-years. After such time both party are still obligated to hold in confidence Confidential Information disclosed during this period without time limit.

6.         Remedies.

Remedies are available to both parties. Both parties recognize that Confidential Information has value. Many times this value may be intangible. Unauthorized disclosure of Confidential Information may destroy or diminish the value of such information. Such actions are punishable even though damages may be difficult to calculate. Injunctive relief may be sought after to prevent further disclosure of information. In addition, the damaged party is entitled to recover cost and fees, including reasonable attorney fees.

7.         Notice of Breach.

Upon breach, breaching party shall disclose how Confidential Information was breached. Breaching party shall make all efforts to minimizing resulting damages. In addition Breaching party shall cooperate with efforts to regain possession of Confidential Information.

8.         No Binding Agreement for Transaction.

Neither party is under any legal obligation other than specifically outlined in this Agreement. Both parties acknowledge that they reserve the right to reject proposals or to terminate discussions at any time. This Agreement does not create a partnership, joint venture, or other binding relationship. Should a Transaction result, the Transaction will supersede this Agreement.

9.         Warranty.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. Both parties acknowledge that each will endeavor to act in good faith. Neither party shall be liable to the other party for issues not relating to Confidential Information.

10.       Superseding.

This Agreement is the entire and whole agreement between both parties. This Agreement supersedes any and all prior agreements or discussions between the parties with respect to the subject matter hereof. This Agreement may only be modified by a written amendment.

11.       Choice of Law.

The validity of this Agreement is governed with the laws of XXXX State as applicable to contracts made. The Federal and State courts located in XXXX State shall have sole and exclusive jurisdiction to this Agreement.

12.       Reasonable Purpose.

This Agreement is considered reasonable for the purposes of protecting Confidential Information.

13.       Delivery.

Notice and communication can take the form of by hand, overnight carrier, email, or certified mail.

14.       Personal in Nature.

The Agreement is personal in nature and is not transferable.


The foregoing is agreed to by:

Signature: ____________________________                Date: _____________________             _

Title:   ________________________       ____


The foregoing is agreed to by:

Signature: ____________________________                Date: _____________________             _

Title:   ________________________       ____

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