One-Way Nondisclosure Agreement printable pdf download

One-Way Nondisclosure Agreement

Parties.

This Nondisclosure agreement (the "Agreement") is entered into by and between

_____________________________________________________________________

[insert company name and address]

(“disclosing party”) and

_______________________________________________________________________

[insert name and address of person to whom company will disclose information]

(“receiving party”) for the purpose of preventing the unauthorized disclosure of

Confidential Information (as defined below).

Summary.

Disclosing party may disclose confidential and proprietary trade secret information to

receiving party. The parties mutually agree to enter into a confidential relationship with

respect to the disclosure of certain proprietary and confidential information (the

"Confidential Information”).

Definition of Confidential Information (Written or Oral).

For purposes of this Agreement, "Confidential Information" shall include all information

or material that has or could have commercial value or other utility in the business in

which disclosing party is engaged. In the event that Confidential Information is in written

form, the disclosing party shall label or stamp the materials with the word "Confidential"

or some similar warning. In the event that Confidential Material is transmitted orally, the

disclosing party shall promptly provide a writing indicating that such oral communication

constituted Confidential Information.

Exclusions from Confidential Information.

Receiving party's obligations under this Agreement shall not extend to information that

is: (a) publicly known at the time of disclosure under this Agreement or subsequently

becomes publicly known through no fault of the receiving party; (b) discovered or

created by the receiving party prior to the time of disclosure by disclosing party; or (c)

otherwise learned by the receiving party through legitimate means other than from the

disclosing party or anyone connected with the disclosing party.

Obligations of Receiving Party.

The receiving party shall hold and maintain the Confidential Information of the other

party in strictest confidence for the sole and exclusive benefit of the disclosing party. The

receiving party shall carefully restrict access to any such Confidential Information to

persons bound by this Agreement, only on a need-to-know basis. The receiving party

shall not, without prior written approval of the disclosing party, use for the receiving

party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by

others for their benefit or to the detriment of the disclosing party, any of the Confidential

Information. The receiving party shall return to disclosing party any and all records,

Page 1 of 2

One-Way Nondisclosure Agreement