Non-Disclosure Agreement (NDA)

Proprietary Information Non-Disclosure Agreement



This agreement is made effective Monday, March 23, 2009, between ____________________ (dba ____________________), a [state] Company having a place of business with a street address of _________________________________, [City], [State][Zipcode], its agents, employees, subsidiaries, directors, associates, and affiliates, including but not limited to, ____________________,  ____________________, referred to in this agreement as “disclosing party”, and ____________________, Inc., an [state] corporation having its principal place of business at _________________________________, [City], [State][Zipcode], its agents, employees, subsidiaries, directors, associates, and affiliates, including ____________________, referred to in this agreement as “receiving party”, concerning proprietary  information which Disclosing party may disclose to the Receiving Party relating to the disclosing party’s websites, products, applications, financials, business, plans, contractors, employees and market information (hereinafter "Proprietary Information").


I ) Definitions:

Proprietary Information of a disclosing party is information which it has not released publicly and which it considers to be confidential.



II) Therefore the parties agree as follows:


A.) Receiving party agrees to obtain and examine information exchanged in the course of its relationship with disclosing party for the purpose of conducting due diligence in view of a potential acquisition of disclosing party by receiving party, and to otherwise keep such information confidential under the terms of this agreement.


B.) The disclosing party will provide confidential information, which may include but is not limited to verbal information, web server logs and access data, computer files (html, ASP, or other), and all proprietary business information, including but not limited to plans, manuals, policies, financials, contractor and employee information, and both parties agree to accept such confidential information on the following conditions:


1.) Receiving party agrees to hold all confidential information, including trade secrets, business relationships, and other proprietary information in strictest confidence and will not disclose such confidential information to any third party or make use of such information for any purpose other than as required for due diligence to explore acquisition of Disclosing party’s business by Receiving party. Receiving party agrees to treat all verbal information as confidential unless disclosing party specifically waives confidentiality in writing.


2.) Upon written request from disclosing party, all tangible expressions of confidential information, including notes, photographs, computer disks or tapes, web server logs and website statistics of disclosing party’s websites for which receiving party is providing web development services, or any other related electronic media and files, shall be returned to disclosing party.


3.) The confidential information shall not be disclosed to an outside third party, or to any employee, independent contractor, or consultant employed by receiving party unless disclosing party provides prior written authorization.


4.) It is understood by the parties to this agreement that the terms and conditions of this agreement apply only to the confidential information, including business information, trade secrets, and other proprietary information being disclosed by disclosing party and

they have no application to any information known generally within the industry as of the date of this agreement or any information that becomes common public knowledge after this agreement is executed.


5.) The obligations of confidentiality will cease at such time when, the information becomes generally known through no fault of receiving party, or upon voluntary disclosure of such information by disclosing party to the public.


C) Receiving Party hereby agrees it will not under any circumstances contact, solicit or otherwise pursue any of Disclosing party’s business contacts, relationships, contractors or employees if it does not complete acquisition of Disclosing party’s business, namely ____________________. Receiving party further warrants it will not use any information obtained during the due diligence process to compete with disclosing party if it does not complete acquisition of Disclosing party’s business.






                        ____________________                                            Date:












[Name], [Title]                         Date

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