Delaware nda template

Delaware Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of [Date], by and between:

• [Disclosing Party Name], a [State of Incorporation] [Entity Type] with its principal office located at [Disclosing Party Address] ("Disclosing Party"), AND
• [Receiving Party Name], a [State of Incorporation] [Entity Type] with its principal office located at [Receiving Party Address] ("Receiving Party").

OR

• [Disclosing Party Name], residing at [Disclosing Party Address] ("Disclosing Party"), AND
• [Receiving Party Name], residing at [Receiving Party Address] ("Receiving Party").

[Specify Role of Individuals, if applicable. E.g., Officer, Director, Employee, Consultant.]

This Agreement is:

• Mutual
• Unilateral (Disclosing Party discloses to Receiving Party)

1. Definition of Confidential Information

Confidential Information means any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, and whether or not marked as confidential, including, but not limited to:

• Option A: All information.
• Option B: Trade secrets, business plans, technical data, marketing strategies, financial records, inventions, customer lists, and vendor lists.
• Option C: Information relating to [Specific Project or Area].

Confidential Information includes:

• Marked information.
• Unmarked information that a reasonable person would understand to be confidential.

Confidential Information specifically includes:

• [Specific Information 1]
• [Specific Information 2]
• [Specific Information 3]

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• Was known to the Receiving Party prior to its disclosure by the Disclosing Party, as evidenced by written records.
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records.
• Is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party.
• Is or becomes publicly available through no fault of the Receiving Party.
• Is required to be disclosed pursuant to a valid order of a court or other governmental body; provided, however, that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement and cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy.

Exclude the exception for disclosure required by law:

• Option A: Include exception.
• Option B: Exclude exception.

3. Permitted Use

The Receiving Party shall use the Confidential Information solely for the purpose of:

• Evaluating a potential business relationship between the parties.
• Working on [Specific Project Name].
• [Other Permitted Use].

The Receiving Party shall not use the Confidential Information for any other purpose whatsoever.

Limitations on use:

• Option A: Receiving Party shall not reverse engineer, decompile, or disassemble any Confidential Information.
• Option B: Receiving Party shall not solicit the Disclosing Party’s customers or vendors.

4. Duration of Confidentiality Obligation

The obligations of confidentiality under this Agreement shall continue for a period of:

• One (1) year from the date of this Agreement.
• Three (3) years from the date of this Agreement.
• Five (5) years from the date of this Agreement.
• Indefinitely with respect to trade secrets.
• [Custom Duration].

5. Restrictions on Disclosure

The Receiving Party shall:

• Protect the Confidential Information with at least reasonable care to prevent its unauthorized disclosure.
• Option A: Protect the Confidential Information with best efforts to prevent its unauthorized disclosure.
• Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.
• Not reproduce the Confidential Information except as necessary for the Permitted Use.
• Limit access to the Confidential Information to its employees, contractors, and affiliates who have a need to know such information for the Permitted Use.

Permitted Recipients:

• Employees and contractors only.
• Affiliates are permitted with written consent.
• Affiliates are permitted without written consent.

Require written commitments:

• Option A: All permitted recipients must sign written confidentiality agreements with terms no less restrictive than those contained herein.
• Option B: No written confidentiality agreements required.

6. Return or Destruction of Confidential Information

Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall:

• Promptly return all tangible embodiments of the Confidential Information to the Disclosing Party.
• Destroy all tangible embodiments of the Confidential Information and certify in writing to the Disclosing Party that such destruction has occurred.

Certificate of destruction:

• Option A: Required
• Option B: Not Required

Alternative measures:

• Option A: The Receiving Party may retain one copy of the Confidential Information for archival purposes only, subject to the terms of this Agreement.
• Option B: No retention of copies permitted.

7. Notice of Unauthorized Disclosure

The Receiving Party shall promptly notify the Disclosing Party:

• Within three (3) business days of becoming aware of any unauthorized disclosure or use of the Confidential Information.
• Within [Number] business days of becoming aware of any unauthorized disclosure or use of the Confidential Information.
• Immediately upon becoming aware of any unauthorized disclosure or use of the Confidential Information.

The Receiving Party shall cooperate with the Disclosing Party in any efforts to mitigate the effects of such unauthorized disclosure.

8. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved:

• First, through mediation in [City, State].
• Then, through binding arbitration in accordance with the rules of the American Arbitration Association in [City, State].
• Through litigation in the state or federal courts located in [County], Delaware.

Jurisdiction:

• Option A: Exclusive jurisdiction in Delaware courts.
• Option B: Mutual selection of jurisdiction.

9. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The parties acknowledge that Delaware law is well-established and provides a predictable and enforceable framework for commercial agreements.

Choice of law options:

• Delaware
• New York
• California
• [Other State]

10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Preserve Prior Agreements:

• Option A: Except for prior confidentiality agreements [Agreement Name] between the parties, which shall remain in full force and effect.
• Option B: No prior agreements preserved.

12. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

13. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally.
• Sent by certified or registered mail, return receipt requested.
• Sent by email (with confirmation of receipt).

Notice Addresses:

• Disclosing Party: [Disclosing Party Notice Address], [Disclosing Party Notice Email]
• Receiving Party: [Receiving Party Notice Address], [Receiving Party Notice Email]

14. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

15. Injunctive Relief

The parties acknowledge that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable relief to remedy any such breach or threatened breach, in addition to any other remedies available at law or in equity.

Injunction/Irreparable Harm:

• Option A: Include language regarding irreparable harm.
• Option B: Remove language regarding irreparable harm.

16. Non-Solicitation (Optional)

During the term of this Agreement and for a period of [Number] years thereafter, the Receiving Party shall not, directly or indirectly:

• Solicit or attempt to solicit any employee of the Disclosing Party.
• Solicit or attempt to solicit any customer or vendor of the Disclosing Party.

Region limitation:

• Limited to the [Region] area.
• No regional limit.

17. Non-Circumvention (Optional)

The Receiving Party shall not circumvent the Disclosing Party's business opportunities or relationships disclosed under this agreement for a period of [Number] years.

18. Non-Competition (Optional)

The Receiving Party agrees that during the term of this agreement and for a period of [Number] years after its termination, the Receiving Party will not engage in competition with the Disclosing Party within the [Region] area. This non-compete provision is intended to be reasonable in scope, duration, and geographic area, as required under Delaware law.

19. Delaware Legal Considerations

The parties represent and warrant that they have the authority to enter into this Agreement under Delaware law. This Agreement shall be binding on the parties and their respective successors and assigns. In the event any provision of this Agreement is found to be unreasonable or unenforceable, the parties agree that a court may modify such provision to make it reasonable and enforceable to the fullest extent permitted under Delaware law (i.e., "blue-pencil" rule).

20. Indemnification (Optional)

The Receiving Party shall indemnify and hold harmless the Disclosing Party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by the Receiving Party.

21. Limitation of Liability (Optional)

In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such damages.

22. Attorneys’ Fees (Optional)

In the event of any litigation or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

23. Electronic Signatures and Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall have the same force and effect as original signatures under Delaware law.

Signature Options:

• Original signatures required.
• Facsimile/scan copies acceptable.

24. Export Control (Optional)

The Receiving Party shall comply with all applicable export control laws and regulations of the United States and any other relevant jurisdiction in connection with the Confidential Information.

25. Acknowledgment of Receipt (Optional)

The Receiving Party acknowledges receipt of the Confidential Information.

26. Further Assurances (Optional)

Each party agrees to execute and deliver such further instruments and do such further acts as may be reasonably necessary or appropriate to carry out the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Disclosing Party Name/Entity]

By: [Signature of Disclosing Party Representative]

Name: [Printed Name of Disclosing Party Representative]

Title: [Title of Disclosing Party Representative]

[Receiving Party Name/Entity]

By: [Signature of Receiving Party Representative]

Name: [Printed Name of Receiving Party Representative]

Title: [Title of Receiving Party Representative]