Example input
1. Name and Contact Information of Parties Involved:
* XYZ Inc. wants to share information about their new luxury handbag line with ABC Ltd. to see if they can work together.
* XYZ Inc.'s address is 1234 Main Street, Anytown, USA, and their email is contact@xyzinc.com.
* ABC Ltd.'s address is 5678 High Street, Somewhere, Canada, and their email is contact@abcltd.ca.
2. Confidential Information:
* The information that XYZ Inc. is sharing with ABC Ltd. is all about their new luxury handbag line, including things like designs, prototypes, pricing, and marketing strategies.
3. Scope of the Agreement:
* ABC Ltd. promises to keep all the information they get from XYZ Inc. a secret and only use it to see if they can work together.
4. Obligations of the Receiving Party:
* ABC Ltd. has to keep the information they get from XYZ Inc. a secret and not tell anyone else about it. They also have to do everything they can to make sure no one else finds out about it.
5. Exceptions to Confidentiality:
* ABC Ltd. doesn't have to keep the information secret if:
* Someone else finds out about it without ABC Ltd. doing anything wrong.
* ABC Ltd. already knew the information before XYZ Inc. told them.
* ABC Ltd. figures out the information on their own, without using what XYZ Inc. told them.
* A court tells ABC Ltd. they have to tell someone else.
6. Consequences of Breach:
* If ABC Ltd. breaks their promise and tells someone else about the information, XYZ Inc. can go to court to stop them and make them pay for any damage caused by the breach, like lost profits or legal fees.
7. State/Country of Governing Law:
* The rules of this agreement are based on the laws of Singapore.
Example output
NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement (the "Agreement") is entered into by and between XYZ Inc., with an address of 1234 Main Street, Anytown, USA, and ABC Ltd., with an address of 5678 High Street, Somewhere, Canada (collectively referred to as the "Parties").
Confidential Information:
XYZ Inc. desires to disclose to ABC Ltd. certain confidential information (the "Confidential Information") relating to their new luxury handbag line, which may include designs, prototypes, pricing, and marketing strategies.
Scope of Agreement:
ABC Ltd. agrees to receive and maintain the Confidential Information in confidence and agrees to use such information solely for the purpose of evaluating whether to pursue a business relationship with XYZ Inc.
Obligations of Receiving Party:
ABC Ltd. agrees to use its best efforts to maintain the confidentiality of the Confidential Information and agrees to take all reasonable precautions to protect such Confidential Information from disclosure to any third party.
Exceptions to Confidentiality:
The obligations set forth in this Agreement shall not apply to any Confidential Information that (a) is or becomes generally available to the public through no fault of ABC Ltd., (b) is rightfully in ABC Ltd.'s possession prior to disclosure by XYZ Inc., (c) is rightfully obtained by ABC Ltd. from a third party without restriction on disclosure, or (d) is required to be disclosed by ABC Ltd. pursuant to a valid order of a court or other governmental body having jurisdiction, provided that ABC Ltd. gives XYZ Inc. reasonable prior written notice of such requirement and cooperates with it in any lawful action to contest or limit the scope of such required disclosure.
Consequences of Breach:
ABC Ltd. acknowledges and agrees that any breach of this Agreement by them will cause irreparable harm to XYZ Inc., and that XYZ Inc. shall be entitled to seek injunctive relief, specific performance, or any other appropriate relief, in addition to any other remedies available to them, without the requirement of posting a bond or other security. ABC Ltd. shall be responsible for any and all damages incurred by XYZ Inc. as a result of any breach of this Agreement.
Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved through arbitration in Singapore under the rules of the Singapore International Arbitration Centre.
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 except in writing signed by both Parties.
Counterparts and Electronic Signature:
This Agreement may be executed in counterparts and by electronic signature, 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 date first written above.
XYZ Inc.
By: ________________________________
Name:
Title:
ABC Ltd.
By: ________________________________
Name:
Title: