Legal Forms > Non-Disclosure Agreements
Unilateral Non Disclosure Agreement NDA-605 - Legal Forms
| Unilateral Non Disclosure Agreement Form. This is a Legal Forms form and can be used in Non-Disclosure Agreements . |
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Unilateral Non-Disclosure Agreement THIS AGREEMENT is made on [Month, day, year] BETWEEN 1. [the Disclosing Party], (the "Disclosing Party"); and 2. [the Receiving Party], (the "Receiving Party"), collectively referred to as the "Parties". RECITALS A. The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [ ], which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party. OPERATIVE PROVISIONS 1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement 2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order. 3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return to the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information. In witness whereof, each of the parties hereto have executed this Agreement as of the date first written above. Disclosing Party : By: Title Address Fax By: Title Address Fax Receiving Party: American LegalNet, Inc. © www.FormsWorkFlow.com
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