HBS Non-Disclosure Agreement free printable template

NON-DISCLOSURE AGREEMENT THIS AGREEMENT the Agreement is entered into on this day of by and between located at the Disclosing Party and with and address at the Recipient or the Receiving Party. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward the non-disclosure provisions of any applicable transaction documents entered into between the parties or their respective affiliates for the Transaction shall supersede this Agreement....Nothing contained herein is intended to modify the parties existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408. Compelled Disclosure of Confidential Information. disclose Confidential Information pursuant to any governmental judicial or administrative order subpoena discovery request regulatory request or similar method provided that the Receiving Party promptly notifies to the extent practicable the...Disclosing Party in writing of such demand for disclosure so that the Disclosing Party at its sole expense may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information provided in the case of a broad regulatory request with respect to the Receiving Party s business not targeted at Disclosing Party the Receiving Party may promptly comply with such request provided the disclosure. Compelled Disclosure of...Confidential Information. disclose Confidential Information pursuant to any governmental judicial or administrative order subpoena discovery request regulatory request or similar method provided that the Receiving Party promptly notifies to the extent practicable the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party at its sole expense may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of...the Confidential Information provided in the case of a broad regulatory request with respect to the Receiving Party s business not targeted at Disclosing Party the Receiving Party may promptly comply with such request provided the disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by to the extent practicable the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing if the Disclosing...Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information disclosure of such Confidential Information may be made without liability. Term. This Agreement shall remain in effect for a two-year term subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year. Confidential Information need not be novel unique patentable...copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party has been developed and obtained through great efforts by the Disclosing Party and that b Notwithstanding anything in the foregoing to the contrary Confidential Information shall not include information which i was known by the Receiving Party prior to receiving the Confidential Information from the...Disclosing Party b becomes rightfully known to the Receiving Party from a third-party source not known after diligent inquiry by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality c is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement d is required to be disclosed in a judicial or administrative proceeding or is otherwise requested or required to be disclosed by law or regulation...although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made and e is or has been independently developed by employees consultants or agents of the Confidential Information. Disclosure of Confidential Information. From time to time the Disclosing Party may disclose Confidential Information to the directors officers employees agents or representatives collectively Representatives who have a need to know such Confidential Information in connection with the...current or contemplated business relationship between the parties to which this Agreement relates and only for that purpose b advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential c shall keep all Confidential Information strictly confidential by using a reasonable degree of care but not less than the degree of care used by it in...safeguarding its own confidential information and d not disclose any Confidential Information received by it to any third parties except as otherwise provided for herein. Each party shall be responsible for any breach of this Agreement by any of their respective Use of Confidential Information. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as...authorized by this Agreement without the prior written consent of an authorized representative of the is granted to the Receiving Party hereunder. Therefore in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties hereto agree as follows Definition of Confidential Information. a For purposes of this Agreement Confidential Information means any data or...tangible or intangible form whenever and however disclosed including but not limited to i any marketing strategies plans financial information or projections operations sales estimates business plans and performance results relating to the past present or future business activities of such party its affiliates subsidiaries and affiliated companies ii plans for products or services and customer or supplier lists iii any scientific or technical information invention design process procedure...formula improvement technology or method iv any concepts reports data know-how works-in-progress designs development tools specifications computer software source code object code flow charts databases inventions information and trade secrets and v any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel unique patentable copyrightable or constitute a trade secret in order to be designated...Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party has been developed and obtained through great efforts by the Disclosing Party and that b Notwithstanding anything in the foregoing to the contrary Confidential Information shall not include information which i was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party b becomes rightfully known to the Receiving Party...from a third-party source not known after diligent inquiry by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality c is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement d is required to be disclosed in a judicial or administrative proceeding or is otherwise requested or required to be disclosed by law or regulation although the requirements of paragraph 4 hereof shall apply prior to any...disclosure being made and e is or has been independently developed by employees consultants or agents of the Confidential Information. Disclosure of Confidential Information. From time to time the Disclosing Party may disclose Confidential Information to the directors officers employees agents or representatives collectively Representatives who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this...Agreement relates and only for that purpose b advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential c shall keep all Confidential Information strictly confidential by using a reasonable degree of care but not less than the degree of care used by it in safeguarding its own confidential information and d not disclose any Confidential...Information received by it to any third parties except as otherwise provided for herein. Further neither party is under any obligation under this Agreement to disclose any Confidential the other party s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement. Notice of Breach. unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives or any...other breach of this Agreement by Receiving Party or its Representatives and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use. No Binding Agreement for Transaction. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement except for the matters specifically agreed to herein. The...parties further acknowledge and agree that they each reserve the right in their sole and absolute discretion to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time.