Nondisclosure Agreement Generator

Nondisclosure Agreement This Nondisclosure Agreement (the "Agreement") is made and entered into as of the [Effective Date] (the "Effective Date") by and between [Company Name] (the "Disclosing Party"), with its principal place of business at [Address], and [Recipient Name] (the "Receiving Party"), with its principal place of business at [Address]. The Disclosing Party and the Receiving Party may collectively be referred to as the "Parties." 1. Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Germany and Europe, as applicable. Any legal action or proceeding arising under this Agreement shall be brought in the courts of Germany. 2. Definition of Confidential Information "Confidential Information" means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. 3. Obligations of the Receiving Party The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable measures to protect the Confidential Information from unauthorized disclosure, including, but not limited to, implementing and maintaining reasonable security procedures and practices. 4. Exceptions to Confidentiality The obligations set forth in Section 3 shall not apply to any Confidential Information that: is or becomes publicly available without breach of this Agreement; is already in the possession of the Receiving Party at the time of disclosure, as evidenced by the Receiving Party's written records; is obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or is independently developed by the Receiving Party without reference to or use of the Confidential Information. 5. Term of Agreement This Agreement shall be effective as of the Effective Date and shall continue in effect until [Insert Duration] from the Effective Date (the "Term"). 6. Remedies for Breach The Parties agree that any breach of this Agreement by the Receiving Party may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement in addition to any other rights and remedies available at law or in equity. 7. Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be amended or modified except in writing signed by both Parties. 8. Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. [Company Name] By: __________________________ Name: ________________________ Title: _________________________ [Recipient Name] By: __________________________ Name: ________________________ Title: _________________________