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The agreement specifies whether the NDA is unilateral or mutual, sets confidentiality and “need to know” handling obligations, requires written approval before publication or use, and mandates return of materials within seven days upon request. 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This Non-Disclosure Agreement, hereinafter known as the “Agreement,” created this \u0013 FORMTEXT \u0014[MM/DD/YYYY]\u0015, is by and between \u0013 FORMTEXT \u0014[1ST PARTY NAME]\u0015, hereinafter known as “1st Party,” and \u0013 FORMTEXT \u0014[2ND PARTY NAME]\u0015, hereinafter known as “2nd Party,” and collectively known as the “Parties.”\nWHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information (the “Confidential Information”). The Parties agree as follows:\nAGREEMENT TYPE. Check one (1):\n\u0003☐\u0004 - Unilateral – This Agreement shall be Unilateral, whereas 1st Party shall have sole\nownership of the Confidential Information with 2nd Party being prohibited from disclosing the Confidential Information to be released by the 1st Party.\n\u0003☐\u0004 - Mutual – This Agreement shall be Mutual, whereas the Parties shall be prohibited from\ndisclosing the Confidential Information that is to be shared between one another.\nRELATIONSHIP. 1st Party’s relationship to 2nd Party can be described as\n\u0013 FORMTEXT \u0014[1ST PARTY RELATIONSHIP]\u0015, and 2nd Party’s relationship to 1st Party can be described as \u0013 FORMTEXT \u0014[2ND PARTY RELATIONSHIP]\u0015.\nDEFINITION OF CONFIDENTIAL INFORMATION. For the purposes of this Agreement, “Confidential Information” shall include, but not be limited to, documents, records, data, drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications, and other business information relating to the Party’s business, assets, operations, or contracts furnished to the other Party and/or the other Party’s affiliates, employees, officers, owners, agents, consultants, or representatives in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all work products, studies, and other materials prepared by or in the possession or control of the other Party, which contain, include, refer to, or otherwise reflect or are generated from any Confidential Information.\nHowever, Confidential Information does not include information that is: a) generally available to the public, b) widely used practices and/or algorithms, c) rightfully in the possession of the Parties prior to signing this Agreement, and d) independently developed or created without the use of any of the provided Confidential Information.\nOBLIGATIONS. The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Party that is responsible. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within seven (7) days. This Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section 2.\nTIME FRAME. The bounded Party’s(ies’) duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.\nINTEGRATION. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except ","cbCaik5DA3Kr9Qzd","https://ap.wps.com/l/cbCaik5DA3Kr9Qzd","docx",38195,"English","# Parties\n## Purpose and Agreement Type\n## Relationship and Definition of Confidential Information\n## Obligations and Return of Materials\n## Time Frame and Integration\n## Severability, Enforcement, and Governing Law\n## Signature Blocks","[{\"question\":\"What is covered by “Confidential Information” under this NDA?\",\"answer\":\"It includes a broad range of business information, documents, data, technical and product materials, work products, and materials generated from confidential content. It excludes public information, prior possession, independent development, and widely used practices/algorithms.\"},{\"question\":\"Can the NDA be unilateral or mutual, and what changes?\",\"answer\":\"The agreement can be marked as unilateral (1st Party discloses and retains sole ownership, 2nd Party cannot disclose) or mutual (both parties share confidential information and are restricted from disclosing it). The unilateral marking affects whether certain sections apply to the 1st Party.\"},{\"question\":\"How long does the confidentiality obligation last?\",\"answer\":\"The duty remains effective until the information no longer qualifies as a trade secret or until a written notice releases the party from the NDA.\"}]","Non-Disclosure Agreement (NDA) Template - Confidentiality Terms - Form | DOCX",1788137110]