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The agreement defines Confidential Information broadly, including verbal, electronic, and written materials, work products, and derivative materials, with clear exclusions for public information, prior possession, and independent development. 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This Non-Disclosure Agreement (“Agreement”) created on \u0013 FORMTEXT \u0014[DATE]\u0015 is by and between:\n1st Party: \u0013 FORMTEXT \u0014[1ST PARTY'S NAME]\u0015 (“1st Party”), with a mailing address of \u0013 FORMTEXT \u0014[MAILING ADDRESS]\u0015, and\n2nd Party: \u0013 FORMTEXT \u0014[2ND PARTY'S NAME]\u0015 (“2nd Party”), with a mailing address of \u0013 FORMTEXT \u0014[MAILING ADDRESS]\u0015.\nThe 1st Party and 2nd Party are each referred to herein as a “Party” and, collectively, as the \"Parties.\"\nThis Agreement is made by the Parties to prevent the unauthorized disclosure of confidential and proprietary information. The Parties agree as follows:\nTYPE OF NDA. (check one)\n\u0003☐\u0004 - Unilateral. This Agreement shall be considered unilateral. Therefore, the 1st Party shall have sole ownership of the Confidential Information, with the 2nd Party being prohibited from disclosing confidential and proprietary information that is or has been released by the 1st Party.\n\u0003☐\u0004 - Mutual. This Agreement shall be considered mutual. Therefore, both Parties shall be prohibited from disclosing confidential and proprietary information that is or has been shared between one another.\nPURPOSE. The purpose of this Agreement is for: (check one)\n\u0003☐\u0004 - Employment\n\u0003☐\u0004 - Contract Work (contractor, consultant, etc.)\n\u0003☐\u0004 - Business Partnership\n\u0003☐\u0004 - Sale of a Business\n\u0003☐\u0004 - Other. \u0013 FORMTEXT \u0014[DESCRIBE]\u0015\nCONFIDENTIAL INFORMATION. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), 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 material 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:\n(a) information generally available to the public;\n(b) widely used programming practices or algorithms;\n(c) information rightfully in possession of the Parties prior to signing this Agreement; and\n(d) information independently developed without the use of any of the provided Confidential Information.\nOBLIGATIONS. The obligations of the Parties shall be to always hold and maintain the Confidential Information in the strictest of confidence 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 as soon as possible.\nThis Section shall not apply to the 1st Party if this Agreement is Unilateral as marked in Section II.\nTIME PERIOD. 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 Agreeme","cbCaijuAY9F4lrPg","https://ap.wps.com/l/cbCaijuAY9F4lrPg","docx",64863,"English","# Parties\n## Type of NDA\n## Purpose\n# Confidential Information\n# Obligations\n## Time Period\n# Integration\n## Severability\n# Enforcement\n# Governing Law\n# Signatures","[{\"question\":\"Can the NDA be amended or what happens if a clause is invalid?\",\"answer\":\"The agreement may not be amended except in writing with acknowledgment of the parties. If a court finds any provision invalid or unenforceable, the remainder is interpreted to best reflect the parties’ intent.\"}]","Non-Disclosure Agreement (NDA) - Template | DOCX",1788137129]