NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
Mutual NDA · Standard Business Form · ESIGN / UETA Compliant
BY AND BETWEEN
DISCLOSING PARTY ("Company")
with principal place of business at __________________________________________.
RECIPIENT ("Recipient")
with notice address as set forth in the cover email / envelope metadata.
RECITALS
WHEREAS, Company possesses non-public information relating to products, services, pricing, roadmaps, customers, security practices, and operations;
WHEREAS, Recipient may receive such information solely for the purpose of evaluating a potential commercial or employment relationship; and
WHEREAS, the parties desire to protect such information under the terms below.
1. DEFINITIONS
"Confidential Information" includes all tangible or intangible information whether marked or unmarked, disclosed orally or in writing, including technical data, source code excerpts, financial models, and customer lists.
2. CONFIDENTIAL INFORMATION
Recipient shall hold all Confidential Information in strict confidence, shall not disclose it to any third party without prior written consent, and shall use it solely for the purpose stated in the Recitals above.
3. USE RESTRICTIONS AND NON-DISCLOSURE
Recipient shall not reverse engineer, decompile, or commercially exploit any Confidential Information, and shall protect it using at least the same degree of care used for its own confidential materials.
4. STANDARD EXCEPTIONS
Public domain, prior knowledge, independently developed, rightfully received from a third party without duty, or required by law (with notice where permitted).
5. TERM AND SURVIVAL
Obligations survive termination for five (5) years as to trade secrets.
6. REMEDIES; INJUNCTIVE RELIEF
Recipient acknowledges that breach may cause irreparable harm; Company may seek equitable relief in addition to any other remedies available at law.
7. RETURN, DESTRUCTION, AND COOPERATION
Upon request, Recipient shall promptly return or destroy all Confidential Information and certify such destruction in writing.
8. GOVERNING LAW; ENTIRE AGREEMENT; ASSIGNMENT; NOTICES
Delaware law (excluding conflicts rules). Amendments must be in writing.
