GENERIC SHORTFORM NDA
THIS AGREEMENT is made and entered into as ____________________ (“Effective Date”), by
and between ____________________, (“the Disclosing Party”) and ____________________,
(“the Recipient”) (collectively, “the Parties”).
Purpose for Disclosure (“Business Purpose”): ____________________
The Parties hereby agree as follows:
1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public
information, including, without limitation, technical, developmental, marketing, sales, operating,
performance, cost, know-how, business plans, business methods, and process information, disclosed
to the Recipient. For convenience, the Disclosing Party may, but is not required to, mark written
Confidential Information with the legend "Confidential" or an equivalent designation.
2. All Confidential Information disclosed to the Recipient will be used solely for the Business
Purpose and for no other purpose whatsoever. The Recipient agrees to keep the Disclosing Party’s
Confidential Information confidential and to protect the confidentiality of such Confidential
Information with the same degree of care with which it protects the confidentiality of its own
confidential information, but in no event with less than a reasonable degree of care. Recipient may
disclose Confidential Information only to its employees, agents, consultants and contractors on a
need-to-know basis, and only if such employees, agents, consultants and contractors have executed
appropriate written agreements with Recipient sufficient to enable Recipient to enforce all the
provisions of this Agreement. Recipient shall not make any copies of Disclosing Party’s
Confidential Information except as needed for the Business Purpose. At the request of Disclosing
Party, Recipient shall return to Disclosing Party all Confidential Information of Disclosing Party
(including any copies thereof) or certify the destruction thereof.
3. All right title and interest in and to the Confidential Information shall remain with Disclosing
Party or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under
any patents, copyrights, trademarks, or trade secrets of Disclosing Party. ALL CONFIDENTIAL
INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO
WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ITS ACCURACY,
COMPLETENESS OR PERFORMANCE.
4. The obligations and limitations set forth herein regarding Confidential Information shall not
apply to information which is: (a) at any time in the public domain, other than by a breach on the
part of the Recipient; or (b) at any time rightfully received from a third party which had the right
to and transmits it to the Recipient without any obligation of confidentiality.