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| Agreement to Review Idea | Nondisclosure Agreement (1) | Nondisclosure Agreement (2) | |
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For some reason, boilerplate NDAs are rather difficult to find on the Internet. So I decided to whip a quick page together with template text from a few I've used over the years. Items in square brackets [like so] are to be changed to suit the requirement, and are used only to insure the document is properly readable.
These may be a bit oversimplified for specialty use or in situations where legal precision is essential, but they've been reliable documents for me over the years, and should adequately suit most purposes.
Consider these uncopyrighted works. By the time you've modified them for your own use, they'll be so heavily changed that copyrights wouldn't easily be applicable anyway.
| Agreement to Review Idea |
Agreement to Review Idea
I, the undersigned, agree to receive in confidence full details about an idea for "[XYZ]".
It is further understood that I assume no responsibility whatever with respect to features which can be demonstrated to be already known to me. I also agree not to divulge any details of the idea submitted without permission of [X Systems Inc.] or to make use of any feature or information of which the said [X Systems Inc.] is the originator, without payment of compensation to be fixed by negotiation with the said [X Systems Inc.] or its lawful representative.
It is specifically understood that, in receiving the idea "[XYZ]", the idea is being received and will be reviewed in confidence and that, within a period of [15] days, I will report to [X Systems Inc.] the results of my findings and will advise whether or not I am interested in participating in the development of said idea. I understand that the idea is the copyright property of [X Systems Inc.]
Individual___________________________________
Address______________________________________
Signature_______________________ Date ________________Accepted Date _______________________________
(per) [X Systems Inc.]
Name: ____________________________
Title: ___________________________
| Nondisclosure Agreement (1) |
Nondisclosure Agreement
This Agreement is entered into this [N]th day of [Month, 200x] by and between [X Inc. dba The X Group], a [state X/province X] corporation with principal offices at [123 Main Street, Anytown, XX, 99999 ("XI")], and [John Smith], an individual whose address is [987 Main Street, Othertown, YY, 00000] (hereinafter referred to as "Recipient").
[XI] has rights to certain information relating to the business of each party hereto or any third parties with whom it deals, and to confidential ideas, technical and marketing information and other information relative to the development, marketing, support and management of online information products and services (hereinafter referred to as Confidential Information).
Confidential Information will include, but not be limited to, [computer programs and source information relating to computer programs] owned or possessed by [XI] and its affiliates and predecessors collectively known as [The X Group]; information about the development of services by or for [XI] and/or [The X Group], the services used by customers of [XI] and/or [The X Group], [XI]’s business strategies and/or those of [The X Group], and information including but not limited to that which is labeled "confidential". It is acknowledged that Confidential Information, as defined, will almost always consist of or include a compilation of information which is collected from public sources or third parties with whom it deals, and that it is the compiled information which gives the parties or such third parties an advantage over their competition.
[XI] is hereby willing to disclose Confidential Information to Recipient in connection with both parties’ entering into a business relationship and only under the following conditions:
- All Confidential Information disclosed shall fall within the terms of this Agreement.
- Recipient agrees to take all reasonable precautions to safeguard Confidential Information disclosed to them by [XI] and to hold in confidence for a period of [five (5)] years all such Confidential Information except:
- a) Confidential Information that, at the time of disclosure, was in the public domain by publication or otherwise; or
b) Confidential Information that Recipient can demonstrate by dated documentation to have been already in its possession at the time of disclosure and which was not acquired or derived, directly or indirectly, from the other party.
- It is necessary and desirable that certain Confidential Information be disclosed to Recipient and that each party have contact with employees of the other. Recipient acknowledges that the disclosure of Confidential Information, as defined in this Agreement, and the mutual obligations herein are good consideration for Recipient fulfilling its obligations under this Agreement, and that any Confidential Information that [XI] discloses to Recipient will be received and maintained by the Recipient in trust and confidence.
Recipient will take all necessary action to ensure that there is no unauthorized disclosure of Confidential Information by it or any of its employees or persons with whom it deals; and if it becomes necessary and proper for Recipient to disclose proprietary information to any of its employees or persons with whom it deals, to hold such Confidential Information in trust and confidence subject to the restrictions in this Agreement.
Except as directly necessary for the performance of dealings between the parties, Recipient will not reproduce, use or disclose to others any Confidential Information without the prior written consent of [XI].
- All Confidential Information of [XI] will remain its own property, regardless of its disclosure to Recipient. This information is a valuable business asset and the protection of such information is therefore essential. In the event that the Confidential Information becomes the subject of one or more Patent Applications, Patents, or Copyrights both parties agree and understand that [XI] will have all the rights and remedies available to it as a result of said Patent Applications, Patents or Copyrights.
Within [thirty (30)] days following a request or the completion of business dealings between the parties, Recipient will deliver to [XI] all tangible materials that relate to such Confidential Information, unless [XI] requests in writing that such materials be destroyed; in which case Recipient will destroy them and within such thirty (30) day period certify in writing their destruction.
- It is understood by both parties hereto that this Agreement does not constitute a license to use the Confidential Information other than as specified herein.
[XI] and Recipient agree that this Agreement and all disputes arising hereunder are governed by the laws and courts of the Commonwealth of [XI's state/province] and that breach of this Agreement will cause irreparable harm to both parties. Both parties agree that in the event of breach of this Agreement, the injured party shall be entitled to equitable relief in addition to any other remedies it may have in order to restrain such breach. If Recipient breaches or threatens to breach any of the Non-Disclosure covenants herein, XI, in addition to any other remedies it may have at law or in equity, will be entitled to a restraining order, injunction, or similar remedy so as to specifically enforce such provisions. The parties acknowledge that money damages alone would be an inadequate remedy for injury that would be suffered by a breach of any of the provisions of this Agreement.
This Agreement constitutes the entire agreement between the parties hereto and its terms may not be modified, altered or cancelled except by further written agreement signed by an authorized officer of each party.
The parties hereto have indicated below their acceptance of this Agreement as of the date written above.
[XI]
By: _______________________________
Title: ____________________________
Date: _____________________________
Recipient
By: _______________________________
Title: ____________________________
Date: _____________________________
| Nondisclosure Agreement (2) |
Non-disclosure Agreement
Entered jointly into by the parties below in the [state/province/country of party 1] and the [state/province/country of party 2].
THIS AGREEMENT (the "Agreement") is made and entered into as of the [12th] day of [month], [200x] by and between [X Inc.], a limited company whose business address is [address], and [party 2's name], a private party/Company whose address is [address].Preamble: [X Inc.] has provided RECIPIENT ([party 2's name]) with confidential information. Although the information is not subject to the protection of the laws of intellectual property, it is, nonetheless, information that COMPANY ([X Inc.]) desires to keep as a trade secret.
For and in exchange of the mutual covenants contained herein, the parties agree as follows:
Non-disclosure by RECIPIENT: All knowledge and information which RECIPIENT may acquire from [X Inc.], or from its employees or consultants, or on its premises respecting its inventions, designs, methods, systems, improvements, and other private matters shall for for all purposes, and for a period of [two] years from the date of this document, be regarded as strictly confidential and shall not be directly or indirectly disclosed by RECIPIENT to any person other than to the recipient without COMPANY's written permission. Information relating to software development and techniques is limited to a maximum of [two] years’ confidentiality, or non-competitive use in unrelated industry/ies.
Non-disclosure by [X Inc.]: COMPANY agrees that any information SPECIFICALLY REFERRED TO IN WRITING in electronic or hard-copy correspondence as CONFIDENTIAL information provided by RECIPIENT is a trade secret of RECIPIENT. COMPANY agrees that the method used shall be for all time and for all purposes regarded as strictly confidential and shall not be directly or indirectly disclosed by her or her agents to any person without the prior written permission of COMPANY or amendment of this agreement.
Liquidated damages: The parties agree that the damages resulting from a disclosure of confidential information are difficult to establish. They agree that in the event of a breach of this agreement, the damages awarded to the non-disclosing party shall be determined by an uninterested third party and that costs for third party services shall be incurred by the party found to be in breach. This provision is the exclusive remedy for a breach of this non-disclosure agreement, but does not limit either party's remedies for a breach of the underlying contract(s).
Parties defined: All references to [X Inc.] and RECIPIENT include the parties' officers, employees, agents, and independent contractors.
Governing Law: This Agreement shall be deemed to have been made and entered into in the [State/Province] of [X Inc.'s state/province] and [party 2's state/province], and the construction, validity and enforceability of this Agreement shall be governed by the laws of both the [X Inc's country]and [party 2's country], superceded by any pertinent agreements between [X Inc's country] and the second nation, if applicable, in regard to exchange of information and trade secrets.
Assignment: A party to this Agreement shall not assign or transfer the rights, duties and obligations hereunder unless the other party hereto consents to such assignment in writing prior to any such assignment.
Miscellaneous: This Agreement shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. This Agreement shall not be changed or modified orally but only by an instrument in writing signed by the parties which states that it is an amendment to this Agreement.
IN WITNESS WHEREOF, [X Inc.] and RECIPIENT have caused this Agreement to be signed by their respective duly authorized officers and their respective corporate or personal seals to be hereunto affixed, all as of the day and year first above written.
BY:
_______________________________
Title: ____________________________
Date: _____________________________
Recipient:
_______________________________
Title: ____________________________
Date: _____________________________
(Document is legally valid only if signed and/or accompanied by approved electronic signature(s) of the above signatories.)
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