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It establishes the Effective Date, the purpose of confidential discussions, and a broad definition of Confidential Information covering proprietary data in tangible or intangible forms. It sets exclusions (already known, independently developed, lawfully obtained, public availability, and legally required disclosures). The agreement requires strict confidentiality, limited internal access, non-use beyond the business discussions, deletion or return upon request, and a confidentiality survival term of five years.","TEMPLATE NON-DISCLOSURE AGREEMENT (NDA)\nWHILE PREPARING THIS AGREEMENT, THE FOLLOWING MAIN STEPS SHOULD BE TAKEN:\nREAD ALL PROVISIONS;\nFILL-OUT SECTIONS THAT APPEAR IN YELLOW HIGHLIGHT;\nWHERE OPTIONS ARE PROVIDED PLEASE SELECT THE APPROPRIATE OPTION AND DELETE THE OTHER OPTION(S);\nSEND TO OLA and FINANCE FOR REVIEW (SUBJECT TO THE DELEGATION OF AUTHORITY POLICY)\nDELETE ALL THE EXPLANATORY COMMENTS AS THEY ARE MEANT FOR IUCN STAFF ONLY;\nSHARE WITH THE OTHER PARTY A CLEAN VERSION OF THE AGREEMENT AND INFORM THE OTHER PARTY THAT THIS AGREEMENT IS FINAL;\nSHARE WITH OLA FOR SIGN-OFF (SUBJECT TO THE CONTRACT REVIEW PROCEDURE AND THE DoA POLICY).\u0005\nDRAFT\u0005\nNON-DISCLOSURE AGREEMENT\nThis Non-Disclosure Agreement (“NDA”) is effective\u0005 on [date] [or] [upon its signature by both Parties as set forth below] (the “Effective Date”) and is entered into by and between:\nIUCN, International Union for Conservation of Nature and Natural Resources, an international organisation with World Headquarters located at Rue Mauverney 28, 1196 Gland, Switzerland (hereafter “IUCN”), and\u0005\n[INSERT FULL LEGAL CORPORATE NAME OF THE OTHER PARTY], a [type of legal entity] established and existing under the laws of [name of country], with its [headquarters/offices] located at [full office address] (“Other Party”)\nHereinafter referred to jointly as the “Parties” and individually as the “Party”\nIUCN and [Other Party] desire to enter into discussions regarding [description of purpose/objective of the disclosure of confidential information] (the “Discussions”).\nIt is anticipated that, in the course of the Discussions, each Party may be given access to certain confidential and proprietary information of the other Party that the Parties will have to treat with confidentiality.\nFor purposes of this NDA, “Confidential Information” means any data or information that is proprietary to one Party (\"Disclosing Party\")  and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to product plans, designs, costs, prices, names, finances, marketing plans, business opportunities, forecasts, orders, personnel, customer information, research, development, know-how, third party confidential information or any other information that should reasonably be recognized as confidential information of the Disclosing Party, which is disclosed to the other Party (“Receiving Party”) in the course of their Discussions.\nConfidential Information shall not include information or documentation that:\nWas already in the Receiving Party’s possession without obligation of confidentiality;\nWas developed by the Receiving Party independently from the Disclosing Party’s Confidential Information;\nWas lawfully obtained by the Receiving Party without restriction from a third party who was under no obligation of confidentiality;\nWas publicly available when received, or thereafter becomes publicly available through no fault of the Receiving Party; or\nIs required to be disclosed by law, regulation, a valid order of a court or other competent governmental authority, but only to the extent and for the purposes of such disclosure requirement, and provided that the Receiving Party shall use its reasonable best efforts to notify the Disclosing Party in advance of such required disclosure and to afford the Disclosing Party an opportunity to pursue any objections it may have to such law, regulation, or order.\nThe Receiving Party recognises the proprietary and sensitive nature of the Disclosing Party’s Confidential Information to which it may gain access in the course of the Discussions. The Receiving Party shall preserve and maintain all such Confidential Information in strict confidence and shall (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents, subcontractors or representatives (collectively the “Representatives”) who have a need to know such Confidential Information in connection with the Discu","cbCainioQa2YPQuE","https://ap.wps.com/l/cbCainioQa2YPQuE","docx",312136,4,"English","en",105,"# Non-Disclosure Agreement (NDA)\n## Effective Date and Parties\n## Purpose and Definition of Confidential Information\n## Confidentiality Exclusions\n## Confidentiality Obligations and Authorized Use\n## Deletion/Destruction and Return; Certification\n## Term and Survival Period","[{\"question\":\"What is the scope and purpose of this NDA?\",\"answer\":\"The NDA governs discussions between the Parties and the handling of each Party’s Confidential Information. 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It must use the information solely for the contemplated business relationship and not for any other purpose without prior written consent.\"},{\"question\":\"How long does the confidentiality duty last, and what happens at the end of discussions?\",\"answer\":\"The agreement remains valid during the Discussions, while confidentiality for information disclosed during the Discussions lasts for five years from disclosure. Upon conclusion and within 30 days of written request, the Receiving Party must delete or destroy or return the Confidential Information and certify compliance upon request.\"}]","NON-DISCLOSURE AGREEMENT (NDA) - Reciprocal - Template | DOCX",1788162936,2,{"code":4,"msg":31,"data":32},"ok",{"site_id":24,"language":23,"slug":33,"title":14,"keywords":34,"description":15,"schema_data":35,"social_meta":89,"head_meta":91,"extra_data":93,"updated_unix":28},"non-disclosure-agreement-nda-reciprocal-template","",{"@graph":36,"@context":88},[37,52,67],{"@type":38,"itemListElement":39},"BreadcrumbList",[40,44,47,50],{"item":41,"name":42,"@type":43,"position":11},"https://docshare.wps.com","Home","ListItem",{"item":45,"name":46,"@type":43,"position":29},"https://docshare.wps.com/template/","Template",{"item":48,"name":13,"@type":43,"position":49},"https://docshare.wps.com/template/forms/",3,{"item":51,"name":14,"@type":43,"position":21},"https://docshare.wps.com/template/non-disclosure-agreement-nda-reciprocal-template/164901/",{"url":51,"name":14,"@type":53,"author":54,"headline":14,"publisher":56,"fileFormat":59,"inLanguage":23,"description":15,"dateModified":60,"datePublished":61,"encodingFormat":59,"isAccessibleForFree":62,"interactionStatistic":63},"DigitalDocument",{"name":9,"@type":55},"Person",{"url":41,"name":57,"@type":58},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-09-01","2026-08-31",true,{"@type":64,"interactionType":65,"userInteractionCount":29},"InteractionCounter",{"@type":66},"ViewAction",{"@type":68,"mainEntity":69},"FAQPage",[70,76,80,84],{"name":71,"@type":72,"acceptedAnswer":73},"What is the scope and purpose of this NDA?","Question",{"text":74,"@type":75},"The NDA governs discussions between the Parties and the handling of each Party’s Confidential Information. Confidential Information may be accessed during the Discussions for the stated business objective.","Answer",{"name":77,"@type":72,"acceptedAnswer":78},"What does the agreement consider as Confidential Information, and what is excluded?",{"text":79,"@type":75},"Confidential Information includes non-public proprietary information disclosed by the Disclosing Party in any form, such as plans, designs, costs, and know-how. It excludes information already known without confidentiality duty, independently developed material, lawfully obtained third-party information, public information, and disclosures required by law to the extent necessary.",{"name":81,"@type":72,"acceptedAnswer":82},"What obligations and limits apply to the Receiving Party?",{"text":83,"@type":75},"The Receiving Party must keep Confidential Information strictly confidential, restrict disclosure to representatives with a need to know, and ensure those representatives keep confidentiality under equivalent terms. It must use the information solely for the contemplated business relationship and not for any other purpose without prior written consent.",{"name":85,"@type":72,"acceptedAnswer":86},"How long does the confidentiality duty last, and what happens at the end of discussions?",{"text":87,"@type":75},"The agreement remains valid during the Discussions, while confidentiality for information disclosed during the Discussions lasts for five years from disclosure. 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