Non-Disclosure Agreement
TEMPLATE - CUSTOMIZE BEFORE USE
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of [DATE] (“Effective Date”) by and between:
Disclosing Party: Apogee Acquisitions, LLC [Address] Kansas City, Missouri
Receiving Party: [PARTY NAME] [Address] [City, State, ZIP]
(Each a “Party” and collectively the “Parties”)
RECITALS
WHEREAS, the Parties wish to explore a potential business relationship regarding [DESCRIBE PURPOSE: e.g., “investment opportunities,” “technology licensing,” “strategic partnership,” “consulting engagement”] (the “Purpose”); and
WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the Parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION
“Confidential Information” means any and all non-public information, in any form, disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), including but not limited to:
(a) Technical Information: Trade secrets, inventions, patents, patent applications, algorithms, software, source code, architectures, designs, specifications, formulas, techniques, know-how, research, and development;
(b) Business Information: Business plans, strategies, financial information, pricing, customer lists, supplier information, marketing plans, projections, and internal processes;
(c) Proprietary Systems: Custom software systems, databases, proprietary methodologies, and unique business processes;
(d) Creative Works: Unpublished works, concepts, designs, content, and intellectual property in development.
2. EXCLUSIONS
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of the Receiving Party;
(b) Was rightfully in the Receiving Party’s possession prior to disclosure;
(c) Is independently developed by the Receiving Party without use of Confidential Information;
(d) Is rightfully obtained from a third party without restriction on disclosure;
(e) Is required to be disclosed by law, provided the Receiving Party gives prompt notice to the Disclosing Party.
3. OBLIGATIONS
The Receiving Party agrees to:
(a) Protect the Confidential Information using the same degree of care used to protect its own confidential information, but in no event less than reasonable care;
(b) Use the Confidential Information solely for the Purpose;
(c) Limit Disclosure to employees, contractors, or advisors with a need to know, who are bound by confidentiality obligations at least as protective as this Agreement;
(d) Not Copy or reproduce Confidential Information except as necessary for the Purpose;
(e) Return or Destroy all Confidential Information upon request or termination of this Agreement.
4. TERM
This Agreement shall remain in effect for [TWO (2) / THREE (3) / FIVE (5)] years from the Effective Date. The confidentiality obligations shall survive termination for a period of [THREE (3) / FIVE (5)] years thereafter.
5. NO LICENSE
Nothing in this Agreement grants any license, express or implied, to any patent, copyright, trademark, trade secret, or other intellectual property right of either Party.
6. NO OBLIGATION
This Agreement does not obligate either Party to: (a) Enter into any further agreement; (b) Disclose any particular information; (c) Pursue or continue any business relationship.
7. REMEDIES
The Parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning confidentiality and supersedes all prior agreements and understandings.
10. AMENDMENTS
This Agreement may not be amended except by a written instrument signed by both Parties.
SIGNATURES
APOGEE ACQUISITIONS, LLC
By: _________________________ Date: _____________ Name: [AUTHORIZED SIGNATORY] Title: Managing Member
[RECEIVING PARTY NAME]
By: _________________________ Date: _____________ Name: Title:
USAGE NOTES
When to Use This NDA
- Initial discussions with potential investors
- Conversations with potential strategic partners
- Preliminary talks with contractors/consultants
- Exploring acquisition targets
- Discussing technology licensing
Customization Checklist
- Insert Effective Date
- Insert Receiving Party details
- Specify Purpose in Recitals
- Choose Term duration (2/3/5 years)
- Choose survival period (3/5 years)
- Review and adjust as needed for specific context