NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [insert date] by and between Cat’s Imaging & Design (the “Disclosing Party”) and [insert name of recipient] (the “Recipient”).
WHEREAS, the Disclosing Party has developed certain confidential information and desires to disclose such information to the Recipient; and
WHEREAS, the Recipient desires to receive and use the confidential information solely for the purpose of [insert purpose];
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:
- Definition of Confidential Information. “Confidential Information” shall mean any and all information disclosed by the Disclosing Party to the Recipient, including without limitation, trade secrets, customer lists, marketing plans, financial information, technical data, and any other proprietary information, whether disclosed orally, in writing, or by any other means.
- Obligations of Recipient. The Recipient agrees to hold the Confidential Information in strict confidence and to take all necessary precautions to prevent unauthorized disclosure, including without limitation, taking all reasonable steps to protect the Confidential Information from unauthorized access or use. The Recipient shall not use the Confidential Information for any purpose other than as necessary to accomplish the purpose set forth above.
- Permitted Disclosure. The Recipient may disclose the Confidential Information to its employees, agents, or representatives who need to know such information for the purpose set forth above, provided that each such employee, agent, or representative has agreed in writing to be bound by the terms of this Agreement.
- Exclusions. The obligations of the Recipient under this Agreement shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public through no fault of the Recipient;
(b) was known to the Recipient prior to its disclosure by the Disclosing Party;
(c) is rightfully obtained by the Recipient from a third party without breach of any obligation owed to the Disclosing Party; or
(d) is independently developed by the Recipient without reference to the Confidential Information.
- Return of Confidential Information. Upon request by the Disclosing Party, the Recipient shall return all Confidential Information and all copies thereof to the Disclosing Party or certify in writing that all such Confidential Information and copies thereof have been destroyed.
- Term. This Agreement shall remain in effect until [insert duration], or until terminated by either party upon [insert notice period] days’ written notice to the other party.
- Remedies. The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate and that the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement in addition to any other remedies available at law or in equity.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [insert governing law] without giving effect to its conflict of laws principles.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties.
- Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Disclosing Party:
[Name of Disclosing Party] By: ______________________ [Authorized Signatory] Title: ____________________
Recipient:
[Name of Recipient] By: ______________________ [Authorized Signatory] Title: ____________________
Date: ______________________
Confidential Information:
[Description of Confidential Information]
Exceptions:
This Agreement shall not apply to any information that:
- Was known to the Recipient prior to receiving it from the Disclosing Party;
- Is or becomes publicly available through no fault of the Recipient;
- Is rightfully obtained by the Recipient from a third party without breaching any obligations of confidentiality; or
- Is independently developed by the Recipient without the use of the Disclosing Party’s Confidential Information.
Term:
This Agreement shall remain in effect for [insert number of years] years from the Effective Date.
Governing Law and Venue:
This Agreement shall be governed by and construed in accordance with the laws of [insert governing law], and any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [insert venue].
Assignment:
The Recipient may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Disclosing Party.
Entire Agreement:
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter of this Agreement.
Amendment:
This Agreement may be amended or modified only by a written instrument executed by both parties.
Counterparts:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Disclosing Party:
[Name of Disclosing Party] By: ______________________ [Authorized Signatory] Title: ____________________
Recipient:
[Name of Recipient] By: ______________________ [Authorized Signatory] Title: ____________________
Date: ______________________