Unilateral Non-Disclosure Agreement Template
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3UNILATERAL NON-DISCLOSURE AGREEMENT
THIS non-disclosure agreement (“AGREEMENT”), effective as of ________________, 20___,
is
made
between
_____________________________
(“Discloser”)
and
______________________________ (“Recipient”).
WHEREAS, Discloser possesses certain information, data, prototypes, and experience relating
specifically to _________________________________________ technology (“Discloser
Information”); and
WHEREAS, said Discloser Information is considered by Discloser as confidential and proprietary
to Discloser; and
WHEREAS, said Discloser Information is to be disclosed by Discloser to Recipient for the
purposes of enabling Recipient to conduct internal testing, assessment, consideration, or evaluation
of technology and discuss possible collaborative effort with Discloser (“Disclosure Purpose”).
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree
as follows:
1)
The phrase “Confidential Information” means all Discloser Information supplied directly
to Recipient by Discloser in written form prominently marked “Confidential,” but
specifically does NOT include any Discloser Information which:
A)
Is on the effective date hereof, or hereafter becomes, part of the public domain; or
B)
At the time of its receipt from Discloser was already known to Recipient; or
C)
Comes into Recipient’s possession from a third party having the right to so disclose
to Recipient; or
D)
Has been or becomes disclosed by Discloser to a third party on a non-confidential
basis; or
E)
Recipient is required to disclose by a court of competent jurisdiction.
2)
Recipient shall use reasonable diligence to prevent the unauthorized disclosure by
Recipient of the Confidential Information; provided however, that Recipient will not be
liable for inadvertent disclosure where reasonable care, commensurate with that which is
customarily exercised with respect to its own proprietary information, has been taken to
prevent such disclosure.
3)
The Discloser Information shall be delivered to Recipient, and the disclosure hereunder
completed, within 30 days of the effective date hereof (or longer, if the parties agree).
4)
Recipient agrees not to disclose or use the Confidential Information, (other than for the
Disclosure Purpose) for a period of ____ year(s) from the effective date hereof.
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