Non-disclosure Agreement (NDA)

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made as of [DATE] by and between [DISCLOSING COMPANY FULL NAME], a [DISCLOSER STATE OF FORMATION] corporation with its principal offices at [DISCLOSER ADDRESS], (“Discloser") and [RECEIVING COMPANY FULL NAME], a [RECEIVER STATE OF FORMATION] corporation with its principal offices at [RECEIVER ADDRESS] (“Receiver"). WHEREAS, (i) Discloser and Receiver desire to explore the possibility of a business arrangement, (ii) Discloser has what it considers to be valuable, proprietary and confidential matter or information, including without limitation, information relating to [ eg: Discloser’s customers, Discloser’s customers’ requirements, Discloser’s pricing., as well as other trade secrets, financial, business and/or technical information of Discloser] ("Discloser’s Confidential Information"). (iii) in the course of discussing such business arrangement, Discloser may disclose to Receiver certain Confidential Information for the express purpose of allowing Receiver to determine whether and how to proceed with the business arrangement, and Discloser is willing, in its sole discretion and on a confidential basis, to disclose to Receiver, its Confidential Information for such purposes, (iv) Receiver agrees that it shall receive Discloser’s Confidential Information only on the terms and conditions of this Agreement. NOW THEREFORE, in consideration of receipt of Discloser’s Confidential Information, Receiver agrees as follows: 1. Obligation of Nondisclosure. Receiver: (i) shall hold all of Discloser’s Confidential Information in absolute confidence, (ii) shall use Discloser’s Confidential Information only for the purpose of determining whether and how to proceed with the business arrangement with Discloser, (iii) shall not use Discloser’s Confidential Information in any way directly or indirectly detrimental to the interests of Discloser, (iv) shall not reproduce Discloser’s Confidential Information except to the extent absolutely necessary for preparing its evaluation, (v) shall restrict disclosure of Discloser’s Confidential Information to its employees and consultants with a need to know, and (vi) shall not disclose Discloser’s Confidential Information to any third party by any means, without prior written approval of Discloser. 2. Extent of Obligation. Receiver shall protect Discloser’s Confidential Information: (a) if it is clearly and conspicuously marked as “confidential” or with a similar designation; (b) if it is identified by Discloser as confidential and/or proprietary before, during, or promptly after presentation or communication; or (c) if it is disclosed in a manner in which Discloser reasonably communicated, or Receiver should reasonably have understood under the circumstances, that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used. 3. Application to Others. Receiver acknowledges that each of its directors, officers, employees, consultants and affiliates to whom the Confidential Information is disclosed is a party to a written agreement requiring such person to maintain the non-disclosure obligations of Receiver. 4. Exceptions. The restrictions on the use or disclosure of Discloser’s Confidential Information set forth in Section 1, shall not apply to any information: (i) which is independently derived by Receiver as evidenced by pre-existing collateral material, (ii) lawfully received by Receiver from another source having the legal right to so furnish such information or (iii) after such information has become generally available to the public without breach of this Agreement by Receiver or any of its respective employees, consultants, officers, directors or affiliates. At least thirty (30) days prior to making any disclosure of Discloser’s Confidential Information pursuant to a claim of exclusion in this Section 4, Receiver shall give Discloser written notice to that effect, together with documentary evidence to substantiate its claim. In any action alleging the unauthorized disclosure of Confidential Information, the burden shall be on Receiver to prove by clear and convincing evidence the entitlement to an exclusion in this Section 4. 5. No License Granted. No license to Receiver under any trademark, patent, copyright or other intellectual property right is either granted or implied by the disclosure of Discloser’s Confidential Information to Receiver. 6. No Representations. Discloser neither makes any representation nor assumes any liability for the accuracy, completeness or utility of any Confidential Information or the consequences arising out of the use thereof, the sole purpose of this Agreement being to protect the confidentiality and ownership of Discloser’s Confidential Information. 7. Legal Compulsion. Receiver’s obligations of non-disclosure and non-use do not apply to any Confidential Information Receiver is obligated to produce as a result of a court order or pursuant to government action, but only if Discloser has been given notice of and an opportunity to appear and thereby object to such disclosure, but is unsuccessful in preventing the disclosure, and then only to the extent that Receiver is legally required to disclose, as set forth in a written opinion of Receiver’s legal counsel, and provided that Receiver exercises its best efforts to obtain assurance that such disclosed information shall be accorded confidential treatment. 8. Records of Receipt. Receiver agrees to keep a record of Discloser’s Confidential Information received from Discloser and of the location(s) of such information. All Confidential Information delivered by Discloser to Receiver and all copies thereof, and all reports, memoranda, notes, abstracts, documents, disks and other writings prepared by Receiver and containing Discloser’s Confidential Information, whether in tangible or electronic form, shall remain the property of Discloser and shall be returned to Discloser (i) upon request by Discloser, (ii) upon termination of the discussions of a business arrangement between Discloser and Receiver, or (iii) upon Receiver’s determination that it no longer has a need for Discloser’s Confidential Information. In the alternative, with Discloser’s written consent, Receiver will destroy all such documents and will delete all such computer files. Receiver will provide to Discloser a written certification of an officer of Receiver that Receiver has complied fully with this Section 8. 9. Forms of Relief. Receiver acknowledges that the unauthorized use or disclosure of Discloser’s Confidential Information will cause irreparable harm to Discloser, and accordingly, agrees that Discloser will have the right to obtain an immediate injunction, or other equitable relief against any violation or threatened violation of the covenants and undertakings of Receiver as specified in this Agreement, as well as all other rights and remedies provided by law, whether legal or equitable, including, but not limited to, damages, costs and attorney's fees. 10. Miscellaneous. Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and shall be personally delivered, sent by a recognized overnight delivery service, by certified mail, postage prepaid, return receipt requested, or by telefacsimile to the intended recipient, at the addresses and telefax numbers first set forth above. The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the others. This Agreement sets forth the entire agreement and understanding among the parties, and supersedes all prior discussions, negotiations and communications between them, with respect to its subject matter. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. Except to the extent otherwise agreed to in writing, no waiver by Discloser of any violation by Receiver of its covenants or undertakings under this Agreement shall be deemed to be a waiver of any subsequent violation of the same or any other covenants or undertaking; nor shall any forbearance by Discloser to seek a remedy for any violation by Receiver be deemed a waiver by Discloser of any of its rights and remedies with respect to that violation. This Agreement shall be binding upon the successors, and assigns of the parties hereto, provided, however, that neither this Agreement nor the rights given herein is assignable by Receiver without the prior written consent of Discloser; provided further, that no assignment by Receiver shall relieve Receiver of any liabilities and responsibilities under this Agreement. Receiver shall be responsible for the actions of its employees, consultants, officers, directors and affiliates. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. The undersigned each represent and warrant that they are legal representatives of and have full and complete authority to execute this Agreement on behalf of their respective parties. This Agreement shall be construed in accordance with the laws of [Country or State eg: The Federal Republic of Nigeria]. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and signatures delivered by facsimile transmission, PDF, or other electronic means shall be binding as evidence of execution and acceptance of the terms hereof. IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument under seal as of the date first set forth above.   Disclosing Company Name/Signature

Receiving Company Name/Signature

Nondisclosure Agreement This Nondisclosure Agreement (the “Agreement”), dated as of [Date] is between [Company Name] (“Company”), and Counter-Party, [Another Company Name] (“Recipient”). To explore the possibility of a business relationship between Company and Recipient, Company may disclose sensitive information to Recipient. The parties agree as follows:   1. Definition. “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Company to Recipient, all financial, business, legal and technical information of Company or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, analyses and other derivatives thereof). Proprietary Information shall not include any information that (a) was rightfully known to Recipient without restriction before receipt from Company, (b) is rightfully disclosed to Recipient without restriction by a third party or (c) is or becomes generally known to the public through no fault of Recipient. The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof are all Proprietary Information. 2. Restrictions.  Recipient agrees (a) to use the Proprietary Information only for its consideration internally of a business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain the Proprietary Information as secret, and exercise all reasonable precautions to prevent unauthorized access to it, (c) not to copy the Proprietary Information, (d) not to disclose Proprietary Information to any third party other than Recipient’s employees and agents who have a need to know for the permitted purpose and who are similarly bound (consistent with the restrictions in this Agreement) to protect the Proprietary Information, (e) not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and (f) not to export or re-export any Proprietary Information or product thereof. Recipient shall promptly notify Company of any unauthorized use or disclosure of Proprietary Information, and shall be responsible for any breach of its confidentiality obligations by its employees and agents. Recipient will promptly notify Company if it decides not to proceed with the proposed business relationship or transaction. 3. No Warranties or Licenses.  All Proprietary Information is provided “AS IS.” Company will not be liable to Recipient for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All of Company’s rights in and to the Proprietary Information remain the exclusive property of Company. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to Recipient any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, (b) obligates Company to disclose any information, perform any work or enter into any agreement or (c) limits Company from entering into any business relationship with third parties. 4. Termination.  This Agreement will terminate as to the further exchange of Proprietary Information immediately upon the earlier (a) receipt by one party of written notice from the other and (b) the first anniversary of this Agreement. Recipient’s confidentiality obligations, as they apply to any Proprietary Information disclosed prior to termination, will survive termination until Recipient can document it falls into one of the exceptions stated in Paragraph 1. Upon termination of this Agreement for any reason, or upon Company’s request at any time, Recipient shall promptly return to Company all originals and copies of any Proprietary Information and all information, records and materials developed therefrom. 5. Remedies.  Due to the unique nature of the Proprietary Information, Recipient agrees that any breach or threatened breach of this Agreement will cause not only financial harm to Company, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Company shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. 6. General.  This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of Company to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of [Country or State eg: The Federal Republic of Nigeria] without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts located in [Country or State], and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein or at such other address designated by written notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument, effective as of the date and year first written above. Disclosing Company Name/Signature

Recipient Company Name/Signature

MUTUAL NONDISCLOSURE AGREEMENT This Mutual Nondisclosure Agreement (the “Agreement”) is made as of [Date], by and between [Company Name], (the “Company”), and [Counterparty Name] (“Counterparty”).  Each party has disclosed and/or may further disclose its Confidential Information (as defined below) to the other in connection with the Relationship (as defined below) pursuant to the terms and conditions of this Agreement. As used herein, the term “Discloser” shall refer to the Company whenever the context refers to the Company’s Confidential Information being disclosed to Counterparty, which is referred to as “Recipient” in that context.  Conversely, the term “Discloser” shall refer to Counterparty whenever the context refers to Counterparty’s Confidential Information being disclosed to the Company, which is referred to as “Recipient” in that context.

1. Purpose. The parties wish to explore a possible business opportunity of mutual interest [regarding The Relationship] (the “Relationship”) in connection with which Discloser has disclosed and/or may further disclose its Confidential Information (as defined below) to Recipient. This Agreement is intended to allow the parties to continue to discuss and evaluate the Relationship while protecting Discloser’s Confidential Information (including Confidential Information previously disclosed to Recipient) against unauthorized use or disclosure.
2. Definition of Confidential Information. “Confidential Information” means any oral, written, graphic or machine-readable information, technical data or know-how, including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, [regulatory information, medical reports, clinical data and analysis, reagents, cell lines, biological materials, chemical formulas,] business plans, agreements with third parties, services, customers, marketing or finances of Discloser, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure[, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary]. [Notwithstanding any failure to so identify it, however, all of the Company’s Always Company Confidential Information shall be Confidential Information of the Company and all of Counterparty’s Always Counterparty's Confidential Information shall be Confidential Information of Counterparty.]
3. Regulation FD. Recipient understands that Discloser’s Confidential Information as well as the existence of the discussions concerning the Relationship and the terms of the Relationship being contemplated by the parties may be deemed material non-public information and that it is unlawful for Recipient to, and Recipient has no intention to, trade in the stock of Discloser while Recipient is in possession of such material non-public information.]
4. Non-Acceptance of Confidential Information; No Compensation.  Recipient shall have the right to refuse to accept any Confidential Information tendered by Discloser, and nothing in this Agreement shall obligate Recipient to accept any such Confidential Information.  Recipient shall not compensate Discloser for receiving any Confidential Information under this Agreement.]
5. Nondisclosure of Confidential Information.
   1. Recipient agrees not to use any Confidential Information disclosed to it by Discloser for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship.  Recipient shall not disclose or permit disclosure of any Confidential Information of Discloser to third parties or to employees of Recipient, other than directors, officers, employees, consultants and agents of Recipient who are required to have the information in order to carry out the discussions regarding the Relationship. Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Discloser in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include the degree of care that Recipient utilizes to protect its own Confidential Information of a similar nature. Recipient agrees to notify Discloser of any misuse, misappropriation or unauthorized disclosure of Confidential Information of Discloser which may come to Recipient’s attention.
   2. Exceptions.  Notwithstanding the above, Recipient shall not have liability to Discloser with regard to any Confidential Information that the Recipient can prove:
      1. was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient;
      2. was known to Recipient, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
      3. was independently developed by Recipient without any use of the Confidential Information, as demonstrated by files created at the time of such independent development;
      4. is disclosed generally to third parties by Discloser without restrictions similar to those contained in this Agreement;
      5. becomes known to Recipient, without restriction, from a source other than Discloser without breach of this Agreement by Recipient and otherwise not in violation of Discloser’s rights;
      6. is disclosed with the prior written approval of Discloser; or
      7. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Recipient shall provide prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or otherwise prevent or restrict such disclosure.
6. Return of Materials. Recipient agrees, except as otherwise expressly authorized by Discloser, not to make any copies or duplicates of any Confidential Information.    Any materials or documents that have been furnished by Discloser to Recipient in connection with the Relationship shall be promptly returned by Recipient, accompanied by all copies of such documentation, within ten (10) days after (a) the Relationship has been rejected or concluded or (b) the written request of Discloser; provided, however, that Recipient may at its option retain one (1) copy of such materials or documents for archival purposes only.
7. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of Discloser, nor shall this Agreement grant Recipient any rights in or to Discloser’s Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship. Nothing in this Agreement requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at Discloser’s option. Nothing in this Agreement requires the Discloser OR Recipient OR Parties to proceed with the Relationship or any transaction in connection with which the Confidential Information may be disclosed.
8. Independent Development and Residuals.
   1. Recipient’s confidentiality obligations under this Agreement shall not be construed to limit Recipient’s right to develop independently or acquire products without use of Discloser’s Confidential Information.  Discloser acknowledges that Recipient may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information. Accordingly, nothing in this Agreement will prohibit the receiving party from developing or having developed for it products, concepts, systems or techniques that are similar to or compete with the products, concepts, systems or techniques contemplated by or embodied in the Confidential Information provided that Recipient does not violate any of its obligations under this Agreement in connection with such development.
   2. In addition, notwithstanding any other provision of this Agreement, Recipient’s confidentiality obligations under this Agreement shall not apply to, and Recipient shall be free to use, the residuals resulting from access to or work with the Confidential Information of Discloser.  As used in this Agreement, the term “residuals” means information in non tangible form, which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know how or techniques contained therein.  Recipient shall have no obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.
9. Term. The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue for a period terminating on the later to occur of the date (a) five (5) years following the date of this Agreement or (b) three (3) years from the date on which Confidential Information is last disclosed under this Agreement.
10. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Confidential Information of Discloser may not be assigned without the prior written consent of Discloser, unless the assignee shall be the successor entity to the assignor upon the dissolution of the assignor in its present form. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
11. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.
12. Independent Contractors. The parties are independent contractors, and nothing contained in this Agreement shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
13. Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of [Country or State], without giving effect to principles of conflicts of law.  [Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of [Governing Jurisdiction]
14. Remedies.  Each party’s obligations set forth in this Agreement are necessary and reasonable in order to protect Discloser and its business.  Due to the unique nature of Discloser’s Confidential Information, monetary damages would be inadequate to compensate Discloser for any breach by Recipient of its covenants and agreements set forth in this Agreement.  Accordingly, the parties each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to Discloser and, in addition to any other remedies that may be available, in law, in equity or otherwise, Discloser shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Recipient.
15. Amendment and Waiver. Any term of this Agreement may be amended with the written consent of both parties.  Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns.  Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.
16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
17. Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein.  Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.
18. No Publicity. Neither party shall, without the prior consent of the other party, disclose to any other person the fact that Confidential Information of Discloser has been and/or may be disclosed under this Agreement, that discussions or negotiations are taking place between the parties, or any of the terms, conditions, status or other facts with respect thereto, except as required by law and then only with prior notice as soon as possible to the other party.
19. No Modification.  Recipient agrees that it shall not modify, reverse engineer, decompile, create other works from or disassemble any software programs contained in the Confidential Information of Discloser unless permitted in writing by Discloser.
20. Restrictions on Export.  Recipient shall not export, directly or indirectly, any technical data acquired from Discloser pursuant to this Agreement or any product utilizing any such data to any country for which the [Country] Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.]

The parties have executed this Mutual Nondisclosure Agreement as of the date first above written.   THE COMPANY: [Company Name] By: Name: [Contact Name] Title: [ContactTitle] Address: [Company Address]

This Mutual Nondisclosure Agreement (the “Agreement”), dated as of [Date] is between [Your Company] (“Your Company”), and Counterparty, (“Company”). To explore the possibility of a business relationship between Your Company and Company, each party (“Discloser”) may disclose sensitive information to the other (“Recipient”). The parties agree as follows: 1. Definition. The term “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Discloser to Recipient, all financial, business, legal and technical information of Discloser or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Proprietary Information shall not include any information that (a) was rightfully known to Recipient without restriction before receipt from Discloser, (b) is rightfully disclosed to Recipient without restriction by a third party, (c) is or becomes generally known to the public without violation of this Agreement by Recipient or (d) is independently developed by Recipient or its employees without access to or reliance on such information. Discloser represents and warrants to Recipient that it is authorized to disclose any and all Proprietary Information made available to Recipient under this Agreement. 2. Restrictions. As to the other party’s Proprietary Information, Recipient agrees (a) to use the Proprietary Information only for its consideration internally of a business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain the Proprietary Information as confidential, and exercise reasonable precautions to prevent any unauthorized access, use or disclosure, (c) not to copy the Proprietary Information, (d) not to disclose the Proprietary Information to any third party other than Recipient’s employees and agents who have a need to know for the permitted purpose and who are apprised of the confidential nature of the Proprietary Information and all of the restrictions in this Agreement, (e) not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets and (f) not to export or re-export any Proprietary Information or product thereof in violation of [Country or State] or other export control laws or regulations. The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof will also be held in confidence by both parties and not disclosed to any third party. Each party shall be responsible for any breach of its confidentiality obligations by its respective employees and agents. 3. Compelled Disclosures. These restrictions will not prevent either party from complying with any law, regulation, court order or other legal requirement that purports to compel disclosure of any Proprietary Information. Recipient will promptly notify Discloser upon learning of any such legal requirement, and cooperate with Discloser in the exercise of its right to protect the confidentiality of the Proprietary Information before any tribunal or governmental agency. 4. No Warranties or Licenses. All Proprietary Information is provided “AS IS.” Discloser will not be liable to Recipient for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All of Discloser’s rights in and to its Proprietary Information remain the exclusive property of Discloser. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to Recipient any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, except solely for the use expressly permitted herein, (b) obligates either party to disclose or receive any information, perform any work or enter into any agreement, (c) limits either party from developing, manufacturing or marketing products or services that may be competitive with those of the other except insofar as this Agreement limits the use and disclosure of Proprietary Information, (d) limits either party from assigning or reassigning its employees in any way or (e) limits either party from entering into any business relationship with third parties. 5. Termination. This Agreement will terminate as to the further exchange of Proprietary Information immediately upon the earlier of (a) receipt by one party of written notice from the other and (b) the first anniversary of this Agreement. The confidentiality obligations of this Agreement, as they apply to any Proprietary Information disclosed prior to termination, will survive termination for a period of 5 years; provided, Recipient’s obligations hereunder shall survive and continue in effect thereafter with respect to any Proprietary Information that is a trade secret under applicable law. Upon termination of this Agreement for any reason, or upon Discloser’s request at any time, Recipient shall promptly return to Discloser all originals and copies of any Proprietary Information and destroy all information, records and materials developed therefrom. 6. Remedies. Due to the unique nature of the Proprietary Information, the parties agree that any breach or threatened breach of this Agreement will cause not only financial harm to Discloser, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Discloser shall be entitled, in addition to any other legal or equitable remedies, to an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond. 7. General. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constituting one and the same instrument. Execution of a facsimile copy shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature. No change, consent or waiver to this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of [Country or State] without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement is in the federal and state courts having jurisdiction over Your Company’s principal office, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Any notice hereunder will be effective upon receipt and shall be given in writing, in English and delivered to the other party at its address given herein or at such other address designated by written notice. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as a sealed instrument, effective as of the date and year first written above. Your Company Name/Signature

Other Company Name/Signature

THIS Nondisclosure Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Name of Company] (the “Company”) and [Name of Other Party], (the “Recipient”) (collectively, the “Parties”). The Parties hereby agree as follows: 1. For purposes of this Agreement, "Confidential Information" shall mean any and all non-public information the Company has disclosed or may disclose to the Recipient, including but not limited to information related to: production of legal materials, software development and design, business or software architecture, software not yet known to the public, clients or prospective clients, internal communications, events, or meetings, or any other research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible, and including all copies, analyses and other derivatives thereof. 2. The Recipient agrees (i) not to disclose any Confidential Information or any information derived therefrom to any third person, (ii) to keep the Company’s Confidential Information confidential and take all the reasonable precautions 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, and (iii) not to use any Confidential Information for any purpose whatsoever except to advance the legitimate business interests of the Company under written or oral instruction of the Company’s authorized officers. 3. All right, title, and interest in and to the Confidential Information shall remain with Company or its licensors. Nothing in this Agreement is intended to grant any rights to Recipient under any patents, copyrights, trademarks, or trade secrets of Company. 4. The validity, construction and enforceability of this Agreement shall be governed in all respects by the law of [Country or State]. This Agreement may not be amended except in writing signed by a duly authorized representative of the respective Parties. This Agreement shall control in the event of a conflict with any other agreement between the Parties with respect to the subject matter hereof. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Your Company Name/Signature

Other Company Name/Signature