Non-disclosure
Agreement(Partnership)
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PREPARED FOR
[Partner Name]
PREPARED BY
[Company Name]
Non-disclosure Agreement (Partnership)
This Partnership Non-disclosure Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of [Effective Date],
By and Between
[Partner Name] (hereinafter referred to as the “Partner”), with its principal place of business located at [Partner Address], and;
[Company Name] (hereinafter referred to as the “Company”), with its principal place of business located at [Company Address].
The Partner and the Company are collectively referred to as the “Parties” and individually as the “Party” in this Agreement.
This Agreement outlines the terms and conditions under which the Parties will handle and protect confidential information that may be exchanged between them.
TERMS AND CONDITIONS.
1. SCOPE OF AGREEMENT.
This Agreement acknowledges that certain confidential information, trade secrets, and proprietary data (hereinafter defined and referred to as the “Confidential Information”) of or regarding the Company may be discussed between the Parties. The provisions set forth in this Agreement define the circumstances in which the Partner can and cannot disclose Confidential Information and include the remedies, penalties, and lawful action the Company may take should such information be used or disclosed by the Partner. Both Parties agree that it is in their best interests to protect the Company’s Confidential Information and that the terms of this Agreement create a bond of trust and confidentiality between them.
2. CONFIDENTIAL INFORMATION.
Confidential Information is any material, knowledge, information and data (verbal, electronic, written or any other form) concerning the Company or its businesses not generally known to the public consisting of, but not limited to, inventions, discoveries, plans, concepts, designs, blueprints, drawings, models, devices, equipment, apparatus, products, prototypes, formulae, algorithms, techniques, research projects, computer programs, software, firmware, hardware, business, development and marketing plans, merchandising systems, financial and pricing data, information concerning investors, customers, suppliers, consultants and Partners, and any other concepts, ideas or information involving or related to the business which, if misused or disclosed, could adversely affect the Company’s business.
3. EXCLUSIONS.
Confidential Information shall not include any information which
(a) Was publicly known and made generally available in the public domain prior to the time of disclosure by the Company;
(b) Becomes publicly known and made generally available after disclosure by the Company to the Partner through no action or inaction of the Partner;
(c) Is already in the possession of the Partner at the time of disclosure by the Company as shown by the Partner’s files and records prior to the time of disclosure;
(d) Is obtained by the Partner from a third party without a breach of such third party’s obligations of confidentiality;
(e) Is independently developed by the Partner without the use of or reference to the Company’s Confidential Information; or
(f) Is required by law to be disclosed by the Partner, provided that the Partner shall give the Company written notice of such requirement prior to disclosing so that the Company may seek a protective order or other appropriate relief.
4. TERM.
The obligations of the Partner hereunder shall survive until such time as all Confidential Information of the Company disclosed hereunder becomes publicly known and made generally available through no action or inaction of the Partner.
5. BREACH OF AGREEMENT.
(a) Remedies. Partner understands that the use or disclosure of any Confidential Information may be cause for an action at law in an appropriate court in [Jurisdiction]. The Employer shall be entitled to an injunction prohibiting the use or disclosure of the Confidential Information.
(b) Indemnification. Partner understands and agrees that if the use or disclosure of Confidential Information by them or any affiliate, Partner, or representative of the Partner causes damage, loss, cost, or expense to the Company, the Partner shall be held responsible and shall indemnify the Company.
(c) Notice of unauthorized use or disclosure. The Partner is bound by this Agreement to notify the Company in the event of a breach of the Agreement involving the dissemination of Confidential Information, either by the Partner or a third party, and will do everything possible to help the Company regain possession of the Confidential Information.
6. ENTIRE AGREEMENT.
This document contains the entire agreement between the Parties with respect to the subject matter hereof, and neither Party shall have any obligation, expressed or implied by law, with respect to trade secret or proprietary information of the other Party except as set forth herein.
7. WAIVER.
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both Parties hereto.
8. GOVERNING LAW.
This Agreement and all disputes and claims arising out of or in connection with this Agreement shall be governed by and construed in accordance with [Governing Law] law. Any disputes or differences arising under, relating to, or connected with this Agreement shall be subject to the exclusive jurisdiction of the courts in [Jurisdiction].
ACCEPTANCE AND SIGNATURE.
IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms as proposed herein in the Agreement as of the aforementioned date.
[Partner Name]
[Company Name]
Name:
Name:
Signature:
Signature:
Date:
Date:
Non-disclosure Agreement (Partnership) Template
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