18 Feb 2008 04:38:22 | Jefferson Highway, General Counsel
Non Disclosure Agreements (NDAs, also known as 'Confidentiality
Agreements') are an essential part of modern business. If you
have a trade secret, an invention or a 'good idea', it can be
worrying revealing the details to a third party because you
never know if your idea may be stolen. For this reason, NDA
forms are common. The problem is, most of them are long winded,
running to 10 pages or more, and they very length of them makes
it difficult sometimes to get your target to sign in the first
place.
For this reason, we here at www.lawyersbench.com have come up
with this 'short form' NDA form you can use. It is short,
unambiguous, and covers both parties, so you should find much
less resistance when trying to get it signed. As always,
www.lawyersbench.com recommend consulting your own lawyer in any
legal matter.
----------------------- Non Disclosure Agreement
-----------------------
Parties:-
A) COMPANY (or person) A (E.g. www.lawersbench.com)
B) COMPANY (or person) B (E.g. Jefferson Highway Esq)
Whereas:-
The parties possess valuable information, technical knowledge,
experience and data of a secret and confidential nature relating
to the field, all of which are regarded by them as commercial
assets of considerable value; and The parties are willing to
disclose such information to each other on the condition that
the recipient of the information does not disclose the same to
any third party nor make use thereof in any manner except as set
out below.
In consideration of such disclosure to each other, it is agreed
by and between the parties hereto as follows;
1.The receiving party undertakes to treat as strictly
confidential and not to divulge to any third party any of the
information disclosed by the other and not to make use of any
such information without the disclosing party's prior written
consent.
2.In the event of one party visiting any of the Establishments
of the other party, the visiting party undertakes that any
information relating to the field which may come to its
knowledge as a result of any such visit, inclusive of the form,
materials and design of various elements of any relevant plant
and equipment which may be seen at such Establishments as well
as all the plant as a whole, the methods of operation thereof
and the various applications thereof, shall be kept strictly
confidential and that any such information will not be divulged
to any third party and will not be made use of in any way by the
visiting party without the other party's prior written consent.
3. The above undertaking shall not appy to:
a)Information which at the time of disclosure is published or
otherwise generally available to the public. b)Information which
after disclosure by the disclosing party is published or becomes
generally available to the public, otherwise than through any
act or omission on the part of the receiving party.
c)Information which the receiving party can show was in its
possession at the time of disclosure and which was not acquired
directly from the disclosing party. d)Information rightfully
acquired from others who did not obtain it under the pledge of
secrecy to the disclosing party.
4. The parties agree that after three years from the date hereof
they shall each be relieved from all obligations under the
Agreement and that after such period has expired they will rely
on such patents as they may then own for the protection of any
information disclosed to each other pursuant to this Agreement.
5. The terms of this Agreement shall be deemed to apply also to
the servants or agents or legally associated entities of the
receiving party who shall require their said servants or agents
or legally associated entities to observe the foregoing
obligations.
6.Neither the execution of this Agreement, nor the disclosure of
any Proprietary Information hereunder, shall be construed as
granting either expressly or by implication, estoppel or
otherwise, any license under any invention or patent now or
hereafter owned by or controlled by the parties.
7. This agreement shall not be construed in any manner to be an
obligation to enter into further contract or to reimburse the
cost of any effort expended by either party.
8. This agreement shall be interpreted in accordance with the
laws of the INSERT COUNTRY / STATE HERE.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives, effective as
of the date hereof.
COMPANY A
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
COMPANY B
By: _______________________________
Name: _____________________________
Title: ______________________________
Date: ______________________________
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