Complete Your Purchase or Sale NDA in Minutes with PDFSimpli

Stop searching and find out why people love the ease of creating beautiful and legally compliant Purchase or Sale NDA with PDFSimpli.

Non-Disclosure and Confidentiality Agreement

This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of ___________________, 20_____ (the “Effective Date”) by and between ______________ as an ______________a ______________ Corporation (“”) and ______________ as an ______________a ______________ Corporation (“”)

__________ and __________ have indicated an interest in exploring a potential business relationship The two parties have indicated an interest in exploring a potential business relationship relating to _________________ (the “Transaction”). In connection with its respective evaluation of the Transaction, each party, their respective affiliates and their respective directors, officers, employees, agents or advisors (collectively, “Representatives”) may provide or gain access to certain confidential and proprietary information. A party disclosing its Confidential Information to the other party is hereafter referred to as a “Disclosing Party.” A party receiving the Confidential Information of the Disclosing Party is hereafter referred to as a “Receiving Party.” In consideration for being furnished Confidential Information, __________ and __________ agree as follows:

Confidential Information.
"Confidential Information" shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party whosoever. All Confidential Information shall remain the property of Disclosing Party.

“Confidential Information” exchanged by the parties and entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or marking on each document exchanged designating the information as confidential or proprietary.

The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: which the Disclosing Party considers confidential.

. 'Accounting Information' which includes all books, tax returns, financial information, financial forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information, supplier costs and discounts, or related financial or purchasing information.

. 'Business Information' which includes all processes, proprietary information or data, ideas or the like, either in existence or contemplated related to Disclosing Party’s daily and long-term plans for conducting Disclosing Party's business.

. Computer Technology' which includes all computer hardware, software or other tangible and intangible equipment or code either in existence or development.

. 'Software Information' which means the proprietary computer programs of Disclosing Party, including all fixes, upgrades, new versions, new enhancements, modifications, edits, conversions, replacements, or the like, in machine readable form or documentation and materials, and all copies and translations of such computer programs, documentation and materials, regardless of the form or media of expression or storage.

. Customer Information' which includes the names of entities or individuals, including their affiliates and representatives, that Disclosing Party provides and sells its services or goods to, as well as any associated information, including but not limited to, leads, contact lists, sales plans and notes, shared and learned sales information such as pricing sheets, projections or plans, agreements, or such other data.

. 'Marketing and Sales Information' which includes all customer leads, sales targets, sales markets, advertising materials, sales territories, sales goals and projections, sales and marketing processes or practices, training manuals or other documentation and materials related to the sales, marketing and promotional activities of the Disclosing Party and its products or services.

. 'Procedures and Specifications' which includes all procedures and other specifications, criteria, standards, methods, instructions, plans or other directions prescribed by Disclosing Party for the manufacture, preparation, packaging and labelling, and sale of its products or services.

. 'Product Information' which includes Disclosing Party’s products which are being contemplated for sale, manufactured, marketed, listed, or sold, including any fixes, revisions, upgrades, or versions, of which consists of all data, software and documentation related thereto.

. 'Intellectual Property' which includes patents, trademarks, service marks, logos, trade names, internet or website domain names, rights in designs and schematics, copyrights (including rights in computer software), moral rights, database rights, in each case whether registered or unregistered and including applications for registration, in all rights or forms anywhere in the world.

. Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, trade names, domain names, logos, trademarks, service marks, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, whether protected under contract or otherwise under law, and other similar rights or interests in intellectual property.

. 'Service Information' which means the services provided by Disclosing Party, including the method, details, means, skills and training, which consists of all data, software and documentation related thereto.

.
Exclusions from Confidential Information.
The obligation of confidentiality with respect to Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Receiving Party or any of its Representatives;

b. If the information is or was received by Receiving Party from a third party source which, to the best knowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to Disclosing Party with regard to such information;

c. If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval;

d.If the information is independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential Information; or

e.If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
Obligation to Maintain Confidentiality.
With respect to Confidential Information:

a. Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;

b. Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;

c. Upon the termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;

d. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and

e. The obligation not to disclose Confidential Information shall survive the termination of this agreement, and at no time will receiving party or any of it’s representitives be permitted to disslose confidential information except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.
Non-Compete. Receiving Party agrees that at no time durring the term of Receiving Party's relationship with Disclosing Party will the Receiving Party engage in any business activity which is competitive with the Disclosing Party, nor work for any company which competes with the Disclosing Party.
Non-solicitation. Durring the term of Receiving Party's relationship with Disclosing Party , Receiving party agrees not to solicit any employee or independent contractor of Disclosing Party on behalf of any other business enterprise, nor shall Receiving Party induce any employee or independent contractor or other relationship with Disclosing party.
Representatives. Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party.
Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.
Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.

Company Name:

Address: , , ,

Phone:

Fax:

E-mail:

Individual Name:

Address: , , ,

Phone:

Fax:

E-mail:

11. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 Years from the date hereof.

12. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.

13. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of ____________, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of ____________ for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.

14. Miscellaneous. This Agreement will insure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

Company

Name (please print)
Title	,
Signature
Date

Individual

Name (please print)
Title	,
Signature
Date

Select Template

State of __________

Rev. 133C579

Non-Disclosure and Confidentiality Agreement

Confidential Information.
"Confidential Information" shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party whosoever. All Confidential Information shall remain the property of Disclosing Party.

“Confidential Information” exchanged by the parties and entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or marking on each document exchanged designating the information as confidential or proprietary.

The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: which the Disclosing Party considers confidential.

. 'Accounting Information' which includes all books, tax returns, financial information, financial forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information, supplier costs and discounts, or related financial or purchasing information.

. 'Business Information' which includes all processes, proprietary information or data, ideas or the like, either in existence or contemplated related to Disclosing Party’s daily and long-term plans for conducting Disclosing Party's business.

. Computer Technology' which includes all computer hardware, software or other tangible and intangible equipment or code either in existence or development.

. 'Software Information' which means the proprietary computer programs of Disclosing Party, including all fixes, upgrades, new versions, new enhancements, modifications, edits, conversions, replacements, or the like, in machine readable form or documentation and materials, and all copies and translations of such computer programs, documentation and materials, regardless of the form or media of expression or storage.

. Customer Information' which includes the names of entities or individuals, including their affiliates and representatives, that Disclosing Party provides and sells its services or goods to, as well as any associated information, including but not limited to, leads, contact lists, sales plans and notes, shared and learned sales information such as pricing sheets, projections or plans, agreements, or such other data.

. 'Marketing and Sales Information' which includes all customer leads, sales targets, sales markets, advertising materials, sales territories, sales goals and projections, sales and marketing processes or practices, training manuals or other documentation and materials related to the sales, marketing and promotional activities of the Disclosing Party and its products or services.

. 'Procedures and Specifications' which includes all procedures and other specifications, criteria, standards, methods, instructions, plans or other directions prescribed by Disclosing Party for the manufacture, preparation, packaging and labelling, and sale of its products or services.

. 'Product Information' which includes Disclosing Party’s products which are being contemplated for sale, manufactured, marketed, listed, or sold, including any fixes, revisions, upgrades, or versions, of which consists of all data, software and documentation related thereto.

. 'Intellectual Property' which includes patents, trademarks, service marks, logos, trade names, internet or website domain names, rights in designs and schematics, copyrights (including rights in computer software), moral rights, database rights, in each case whether registered or unregistered and including applications for registration, in all rights or forms anywhere in the world.

. Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, trade names, domain names, logos, trademarks, service marks, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, whether protected under contract or otherwise under law, and other similar rights or interests in intellectual property.

. 'Service Information' which means the services provided by Disclosing Party, including the method, details, means, skills and training, which consists of all data, software and documentation related thereto.

.
Exclusions from Confidential Information.
The obligation of confidentiality with respect to Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Receiving Party or any of its Representatives;

b. If the information is or was received by Receiving Party from a third party source which, to the best knowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to Disclosing Party with regard to such information;

c. If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval;

d.If the information is independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential Information; or

e.If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
Obligation to Maintain Confidentiality.
With respect to Confidential Information:

a. Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;

b. Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;

c. Upon the termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;

d. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and

e. The obligation not to disclose Confidential Information shall survive the termination of this agreement, and at no time will receiving party or any of it’s representitives be permitted to disslose confidential information except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.
Non-Compete. Receiving Party agrees that at no time durring the term of Receiving Party's relationship with Disclosing Party will the Receiving Party engage in any business activity which is competitive with the Disclosing Party, nor work for any company which competes with the Disclosing Party.
Non-solicitation. Durring the term of Receiving Party's relationship with Disclosing Party , Receiving party agrees not to solicit any employee or independent contractor of Disclosing Party on behalf of any other business enterprise, nor shall Receiving Party induce any employee or independent contractor or other relationship with Disclosing party.
Representatives. Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party.
Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.
Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.

Company Name:

Address: , , ,

Phone:

Fax:

E-mail:

Individual Name:

Address: , , ,

Phone:

Fax:

E-mail:

11. Termination.

This Agreement will terminate on the earlier of: (a) the written agreement of the parties to terminate this Agreement; (b) the consummation of the Transaction; or (c) 5 Years from the date hereof.

12. Amendment.

This Agreement may be amended or modified only by a written agreement signed by both of the parties.

13. Jurisdiction.

This Agreement will be governed by and construed in accordance with the laws of the State of ____________, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State of ____________ for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.

14. Miscellaneous.

This Agreement will insure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

Company

Name (please print)
Title	,
Signature
Date

Individual

Name (please print)
Title	,
Signature
Date

Select Template

Non-Disclosure and Confidentiality Agreement

State of __________

Rev. 133C579

Confidential Information.
"Confidential Information" shall mean (i) all information relating to Disclosing Party’s products, business and operations including, but not limited to, financial documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors, products, product development plans, technical product data, product samples, costs, sources, strategies, operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates, product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code, software, algorithms, data, drawings or schematics, blueprints, computer programs and systems and know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time furnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible, electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions, negotiations and proposals related to any agreement; (iii) information acquired during any tours of Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party whosoever. All Confidential Information shall remain the property of Disclosing Party.

“Confidential Information” exchanged by the parties and entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or marking on each document exchanged designating the information as confidential or proprietary.

The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following: which the Disclosing Party considers confidential.

. 'Accounting Information' which includes all books, tax returns, financial information, financial forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information, supplier costs and discounts, or related financial or purchasing information.

. 'Business Information' which includes all processes, proprietary information or data, ideas or the like, either in existence or contemplated related to Disclosing Party’s daily and long-term plans for conducting Disclosing Party's business.

. Computer Technology' which includes all computer hardware, software or other tangible and intangible equipment or code either in existence or development.

. 'Software Information' which means the proprietary computer programs of Disclosing Party, including all fixes, upgrades, new versions, new enhancements, modifications, edits, conversions, replacements, or the like, in machine readable form or documentation and materials, and all copies and translations of such computer programs, documentation and materials, regardless of the form or media of expression or storage.

. Customer Information' which includes the names of entities or individuals, including their affiliates and representatives, that Disclosing Party provides and sells its services or goods to, as well as any associated information, including but not limited to, leads, contact lists, sales plans and notes, shared and learned sales information such as pricing sheets, projections or plans, agreements, or such other data.

. 'Marketing and Sales Information' which includes all customer leads, sales targets, sales markets, advertising materials, sales territories, sales goals and projections, sales and marketing processes or practices, training manuals or other documentation and materials related to the sales, marketing and promotional activities of the Disclosing Party and its products or services.

. 'Procedures and Specifications' which includes all procedures and other specifications, criteria, standards, methods, instructions, plans or other directions prescribed by Disclosing Party for the manufacture, preparation, packaging and labelling, and sale of its products or services.

. 'Product Information' which includes Disclosing Party’s products which are being contemplated for sale, manufactured, marketed, listed, or sold, including any fixes, revisions, upgrades, or versions, of which consists of all data, software and documentation related thereto.

. 'Intellectual Property' which includes patents, trademarks, service marks, logos, trade names, internet or website domain names, rights in designs and schematics, copyrights (including rights in computer software), moral rights, database rights, in each case whether registered or unregistered and including applications for registration, in all rights or forms anywhere in the world.

. Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, trade names, domain names, logos, trademarks, service marks, confidential information, know-how, trade secrets, moral rights, contract or licensing rights, whether protected under contract or otherwise under law, and other similar rights or interests in intellectual property.

. 'Service Information' which means the services provided by Disclosing Party, including the method, details, means, skills and training, which consists of all data, software and documentation related thereto.

.
Exclusions from Confidential Information.
The obligation of confidentiality with respect to Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Receiving Party or any of its Representatives;

b. If the information is or was received by Receiving Party from a third party source which, to the best knowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to Disclosing Party with regard to such information;

c. If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval;

d.If the information is independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential Information; or

e.If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy, Receiving Party or its Representatives may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
Obligation to Maintain Confidentiality.
With respect to Confidential Information:

a. Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement;

b. Receiving Party and its Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;

c. Upon the termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;

d. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and

e. The obligation not to disclose Confidential Information shall survive the termination of this agreement, and at no time will receiving party or any of it’s representitives be permitted to disslose confidential information except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.
Non-Compete. Receiving Party agrees that at no time durring the term of Receiving Party's relationship with Disclosing Party will the Receiving Party engage in any business activity which is competitive with the Disclosing Party, nor work for any company which competes with the Disclosing Party.
Non-solicitation. Durring the term of Receiving Party's relationship with Disclosing Party , Receiving party agrees not to solicit any employee or independent contractor of Disclosing Party on behalf of any other business enterprise, nor shall Receiving Party induce any employee or independent contractor or other relationship with Disclosing party.
Representatives. Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard to the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with respect to the Transaction; (b) terminate discussions and negotiations with the other party or its Representatives at any time and for any reason or for no reason; and (c) change the procedures relating to the consideration of the Transaction at any time without prior notice to the other party.
Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that one party, or any of its Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and expenses incurred by the other party in connection with such litigation, including, but not limited to, any appeals.
Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.

Company Name:

Address: , , ,

Phone:

Fax:

E-mail:

Individual Name:

Address: , , ,

Phone:

Fax:

E-mail:

12. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

Company

Name (please print)
Title	,
Signature
Date

Individual

Name (please print)
Title	,
Signature
Date

Select Template

1 What is a Purchase or Sale NDA?
2 What is a Purchase or Sale NDA used for?
3 Why should you use a Purchase or Sale NDA form?
4 How to write a Purchase or Sale NDA
5 How to Fill Out a Purchase or Sale NDA with PDFSimpli in Five Steps
6 Purchase or Sale NDA Frequently Asked Questions
6.1 Can I make an indefinite Purchase or Sale NDA?
6.2 What information can’t be protected by a Purchase or Sale NDA?
6.3 How specific does my Purchase or Sale NDA need to be?

What is a Purchase or Sale NDA?

A purchase or sale NDA is a type of nondisclosure agreement used when a party wants to keep information about a transaction confidential. Using an NDA allows one or both parties to disclose information that is related to the transaction without worrying about whether that information will be shared. Therefore, information can be shared more freely which can aid the transaction. In many cases, proceeding with the transaction would be unfeasible without a nondisclosure agreement.

Typically, this will only be used for a relatively complex sale in which some of the relevant information is not publicly available. So, a business would not typically request a purchase or sale NDA from a customer for a routine order. However, if that business were selling some intellectual property or asset that has confidential information, the parties may agree to a non disclosure agreement.

When signing a purchase or sale NDA, the receiving party agrees not to share, copy, modify or use the confidential information in any way not authorized by the disclosing party. Depending on the transaction, both parties may be receiving and disclosing parties (a mutual purchase or sale NDA). A nondisclosure agreement will also clearly establish which party owns the confidential information. This is especially important for cases of intellectual property.

What is a Purchase or Sale NDA used for?

A party in a transaction may request a purchase or sale NDA when sharing business records, financial information, trade secrets, technical data, contract details, financial information, or similar non-public data. This type of NDA is most commonly used when one party is selling all or part of a business, intellectual property, major assets, trade secret, or something similarly complex. It can provide protection from the buyer using or sharing the confidential information if the deal falls through. Additionally, it ensures that the sales price and other sensitive information are protected by the seller if the sale is completed.

Why should you use a Purchase or Sale NDA form?

Complex business transactions involve a lot of sensitive and valuable information. Having a purchase or sale NDA in place can help to protect the interests of both parties before, during, and after the transaction.

Like many other legal documents, a purchase or sale NDA is only as effective as it is well-written. It needs to be specific and clear. Therefore, using a template makes a lot of sense. It is easier to ensure that your purchase or sale NDA covers all the bases it needs to. Additionally, a template can help you avoid straying into any ambiguity or inaccurate language that would make the agreement unenforceable.

Using a template also makes the writing process easier and faster. In short, using a purchase or sale NDA template means that you can spend more time focusing on the deal and less time on the document.

How to write a Purchase or Sale NDA

If using a purchase or sale NDA template, this type of agreement is surprisingly easy to write. The most important element is making sure you properly define what is and isn’t confidential. Here are a few of the pieces that should be in every purchase or sale NDA:

Parties:
The agreement needs to identify who is the disclosing party and who is the receiving party. In some cases, both parties can be disclosers and receivers.
Confidential Information:
The document should specify what types of information are being protected. For example, this may include financial details and product specifications. Try to be as specific as possible (without including the actual confidential information) in the agreement. Doing so will make it legally stronger.
Exclusions:
There should be a clause excluding certain types of information. This is usually boilerplate and lists public domain, information already known by the receiver and similar elements.
Term:
The agreement should have some timeframe or other termination conditions. For example, it may expire after the transaction is completed.
Obligations:
You should explain what is expected of each party. This is often that the receiver should not use, share, copy or otherwise disclose the information without the express written consent of the discloser.
Signatures:
Both parties need to sign the document before it takes effect. However, it is usually not necessary to get it notarized or witnessed.

How to Fill Out a Purchase or Sale NDA with PDFSimpli in Five Steps

1. Prepare:

Before starting to write your purchase or sale NDA, make sure you have all the relevant party details including addresses and legal names. Additionally, spend some time defining the included and excluded confidential information. As mentioned above, a well-written confidential information section can make your agreement stronger.
2. Choose Software:

Next, select a template and software. Consider using PDFSimpli. It has a large catalog of templates for nondisclosure agreements and other business forms. You can open the in the online editor and make whatever changes you need. Plus, you can save to the cloud as you go. It is an easy way to make a purchase or sale NDA.
3. Fill Out or Edit the Purchase or Sale NDA:

Open the purchase or sale NDA in the PDFSimpli online editor. Using that, you can fill in all the relevant fields. Additionally, you can edit whatever terms you like to suit the unique requirements of your transaction. There are also image, drawing and watermarking tools to add extra details to your document.
4. Review:

Before signing the document, it is a good idea to review it carefully to ensure that it covers the information you want it to. Remember, any information not included in this document may be considered fair game. Consider printing the document with a watermark to aid in your review process. You can also easily proofread the agreement in the online editor.
5. Save, Download, Print or Send for Signature:

Finally, it is time to sign the document. You can add your signature online by uploading, drawing or typing a signature in PDFSimpli. Then, send it to another user to sign. Alternatively, you can print the document directly from the editor to sign the old-fashioned way. If you prefer, save the agreement for later or download it to your computer.

Purchase Or Sale NDA Frequently Asked Questions

No, to be enforceable purchase or sale NDAs must have limits to them. This includes either a specified term, conditions of termination or combination. The conditions of termination must be inevitable (you can’t say it will expire when pigs fly, for example). Additionally, the time limit must be reasonable. This is usually a matter of months or years. Five years is often considered to be a rough maximum.

Information that the other party already had access to cannot be protected by a purchase or sale NDA, even if you consider it confidential. So, if you accidentally disclose something beforehand, you may not be able to protect it with an NDA. Similarly, the document cannot protect information that the receiving party discovers through other means such as a third party disclosing it or the disclosing party making it public knowledge.

Ideally, your purchase or sale NDA should be as specific as it reasonably can be. So, you should include the specific types of information that will be disclosed that will be considered confidential. While there is a level of specificity that is overly burdensome, the more specific it is, the more likely a court will enforce the agreement.

Sources: