Example output
Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is entered into as of [date] ("Effective Date") between Horseworld, a company organized and existing under the laws of [jurisdiction], with its principal place of business at [address] ("Disclosing Party"), and the receiving party, [Recipient Name], with its principal place of business at [address] ("Receiving Party"), collectively referred to as the "Parties."
Introduction:
This Agreement establishes the terms and conditions under which the Parties will disclose certain confidential information to each other for the purpose of [describe purpose]. The Parties hereby agree to protect and maintain the confidentiality of the disclosed information in accordance with the terms herein.
Definitions:
2.1 "Confidential Information" refers to any and all proprietary, trade secret, or confidential information, including but not limited to technical, financial, business, customer, or other information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is marked as confidential or would reasonably be understood to be confidential.
2.2 "Disclosing Party" refers to Horseworld.
2.3 "Receiving Party" refers to the recipient of the Confidential Information, [Recipient Name].
Scope of Agreement:
This Agreement applies to all Confidential Information disclosed by the Disclosing Party to the Receiving Party during the term of this Agreement, as well as any information derived from such Confidential Information. The Receiving Party agrees to use the Confidential Information solely for the purpose of [describe purpose] and to not disclose it to any third party without the prior written consent of the Disclosing Party.
Obligations of the Receiving Party:
4.1 The Receiving Party shall exercise reasonable care to protect the Confidential Information from unauthorized disclosure. This includes implementing appropriate security measures to prevent unauthorized access, copying, or distribution of the Confidential Information.
4.2 The Receiving Party shall restrict access to the Confidential Information to its employees, agents, or contractors who have a need to know the information for the purposes specified in this Agreement. Such individuals shall be informed of the confidential nature of the information and bound by obligations of confidentiality consistent with this Agreement.
4.3 The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized disclosure or use of the Confidential Information and cooperate with the Disclosing Party in any efforts to prevent or remedy such disclosure or use.
Exclusions to Confidentiality:
The obligations of confidentiality under this Agreement shall not apply to any information that:
5.1 Is or becomes publicly available without breach of this Agreement.
5.2 Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
5.3 Is received from a third party without an obligation of confidentiality.
5.4 Is independently developed by the Receiving Party without reference to the Confidential Information.
Breach and Remedies:
6.1 In the event of a breach or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies, in addition to any other rights or remedies available at law.
6.2 The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for the breach of this Agreement and that the Disclosing Party shall be entitled, without waiving any other rights or remedies, to seek specific performance or injunctive relief as a remedy for any such breach.
Modifications and Amendments:
Any modification, amendment, or waiver of this Agreement must be in writing and signed by both Parties. No course of conduct, course of dealing, or trade usage shall be deemed to modify or amend this Agreement.
Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [jurisdiction].
Severability:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
Entire Agreement:
This Agreement constitutes the entire agreement between the Parties relating to the subject matter herein and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have executed this Non-Disclosure Agreement as of the Effective Date.
[Disclosing Party Name]
By: ___________________________
Name: _________________________
Title: __________________________
[Receiving Party Name]
By: ___________________________
Name: _________________________
Title: __________________________
[Additional Clauses or Terms]
[Customizable space for additional clauses or terms to be added or modified, if needed]