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Unilateral NDA -- individual disclosing to corporation


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Sample unilateral NDA for use when an individual is meeting with/disclosing to a company. California law. YMMV.

Published in: Business, News & Politics

Unilateral NDA -- individual disclosing to corporation

  1. 1. CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the “Agreement”) is made and entered into on this ____ day of___________, 2011 (the “Effective Date”), by and between _________________, an individual (“DisclosingParty”), and ___________________, a _________________ (“Recipient”). Disclosing Party is willing to disclose to Recipient certain confidential and proprietary information inorder to permit Disclosing Party and Recipient to evaluate and/or enter into a potential business transaction orrelationship (the “Relationship"), subject to the terms and conditions described in this Agreement. NOW THEREFORE, in consideration of the foregoing premises and mutual promises hereinaftercontained, Recipient agrees as follows: 1. Definitions. As used in this Agreement, thewords below are defined as follows: “Review Material” refers to reports, notes, analyses, forecasts or other documents which contain “Confidential Information” means any or reflect Confidential Information, including, withoutDisclosing Party proprietary information, technical limitation, materials created by, trade secrets or know-how, including, but notlimited to, research, product plans, products, services, 2. Confidentiality. Except as required by law,customers, markets, software, databases, applications, neither Recipient nor its Representatives will, withoutformats, developments, inventions, processes, the prior written consent of Disclosing Party, discloseformulas, technology, designs, drawings, algorithms, to any person the fact that Confidential Information hasengineering data, marketing, financial or other business been made available to Recipient or any of the terms,information. Confidential Information shall include all conditions or other facts with respect to theinformation that should reasonably be understood by Relationship.Recipient, because of legends or other markings, thecircumstances of disclosure, or the nature of the 3. Duty of Care. Recipient agrees to use at leastinformation itself, to be proprietary and confidential to the same degree of care in protecting and using theDisclosing Party, regardless of whether such Confidential Information received pursuant to thisinformation is marked “Confidential” or “Proprietary.” Agreement as Recipient would use in protecting its own Confidential Information, but in no case less than Confidential Information shall not include a reasonable degree of care.information which is: (i) obtained by Recipient from athird party which third party, to the actual knowledge 4. Nondisclosure Period. Review Material andof Recipient, is lawfully in possession of such Confidential Information will be kept confidential for ainformation without violation of any contractual or period of three (3) years from the date of obligation; (ii) part of the public domain through Neither Recipient nor any of its Representatives will,no fault of Recipient or its Representatives; (iii) without the prior written consent of Disclosing Party,independently developed by Recipient or its disclose the Review Material or the ConfidentialRepresentatives without reference to any Confidential Information, in whole or in part, in any manner.Information; or (iv) approved for disclosure by writtenauthorization of the Disclosing Party. 5. Limitations on Use. Recipient agrees that Recipient will: (a) not use the Review Material or the “Representatives” refers to the directors, Confidential Information other than for the purpose ofofficers, employees, agents or other representatives, evaluating or pursing the Relationship; (b) not use theincluding, without limitation, attorneys, accountants, Review Material or the Confidential Information toconsultants, investment bankers, financial advisors and compete, directly or indirectly, with Disclosing Party;lenders of Recipient and its affiliates. and (c) disclose the Review Material and the Confidential Information only to Representatives who
  2. 2. need to know the same for the purpose of evaluating or license to Recipient of such Confidential Informationpursuing the Relationship, are informed of the under any rights held by Disclosing Party. It isconfidential nature of the same, and agree to be bound understood and agreed that the disclosure ofby this Agreement or a similar agreement providing Confidential Information hereunder shall not result inequivalent protections that extend to Disclosing Party’s any obligation on the part of Disclosing Party to enterConfidential Information. into any further agreement with Recipient with respect to the subject matter hereof or otherwise. 6. Return of Materials. At Disclosing Party’srequest, Recipient will promptly return or destroy any 12. Injunctive Relief. Recipient acknowledgesand all Confidential Information disclosed under this that remedies at law may be inadequate to protectAgreement, together with all copies thereof, and Disclosing Party against breach of this Agreement, anddestroy all Review Material (and confirm such Recipient hereby agrees in advance that Disclosingdestruction in writing to Disclosing Party). Party shall be entitled to seek injunctive relief in the event of a breach of this Agreement, in addition to all 7. Liability for Representatives. Recipient will other remedies available at law or responsible for any breach of this Agreement by itsRepresentatives. 13. Successors and Assigns. This Agreement is binding on the parties, their successors and assigns. No 8. Legally Compelled Disclosure. If Recipient is modification of this Agreement shall be effectiverequested or required to disclose any Confidential unless in writing and signed by both parties hereto.Information or Review Material by administrative orjudicial action, Recipient will promptly notify 14. Notices. All notices, demands, requests orDisclosing Party of such action to give Disclosing other communications given under this AgreementParty the opportunity to seek any legal remedies shall be in writing and be given by email or fax (withavailable for the purpose of maintaining the confirmation of delivery), personal delivery, certifiedconfidentiality of such information. If such protective mail, or nationally recognized overnight courier serviceorder or other remedy is not obtained, Recipient will to the address set forth below or as may subsequentlyfurnish only that portion of such information which is in writing be requested.required, and will use reasonable efforts to obtainreliable assurance that confidential treatment will be 15. Waiver. Disclosing Party’s waiver of anyaccorded to all such information. breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in 9. Representations and Warranties. Except as any way affect, limit, or waive Disclosing Party’s rightotherwise provided herein, Disclosing Party makes no thereafter to enforce and compel strict compliance withrepresentation or warranty, express or implied, with every term and condition hereof.respect to any Confidential Information and Recipientagrees that it is entitled to rely solely on the 16. Disputes. This Agreement shall be governedrepresentations and warranties made to it by Disclosing by and construed in accordance with the laws of theParty in any definitive agreement(s) regarding the State of California, without regard to its conflict of lawRelationship. Confidential Information is provided “as provisions. The parties agree to submit to the exclusiveis” with all faults and Disclosing Party shall not be jurisdiction of the state and federal courts located inliable for its accuracy or completeness. San Francisco, California, to resolve any dispute arising out of or relating to this Agreement. 10. Title to Confidential Information. All theConfidential Information disclosed to, delivered to, or 17. Complete Agreement. This Agreementacquired by Recipient from Disclosing Party hereunder constitutes the complete agreement between the partiesshall be and remain the sole property of Disclosing hereto and supersedes and cancels any and all priorParty. communications and agreements between the parties with respect to the disclosure of Confidential 11. No Obligation. Disclosure of Confidential Information related to the Relationship.Information shall not constitute any option, grant, or -2- ZZ110826.1
  3. 3. IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives have executed thisConfidentiality Agreement upon the date first set forth above. DISCLOSING PARTY: RECIPIENT: __________________ _______________________ By: ____________________________ By:____________________________ Name: _____________________ Name: _____________________ Title: ______________________ Title: ______________________ Address: Address: ______________________ ______________________ ______________________ ______________________ Email: __________________________ Email:__________________________ -3- ZZ110826.1