Nevada Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is entered into by and between ________________ ("Disclosing Party") and ________________ ("Receiving Party") to protect the confidentiality of the proprietary information and trade secrets ("Confidential Information") disclosed between the parties for the purpose of ________________. This Agreement is effective as of ________________ ("Effective Date").
Under the laws of the State of Nevada, particularly in compliance with NRS Chapter 600A which governs the protection of trade secrets, both parties agree to the following terms:
- Definition of Confidential Information: Any information, regardless of whether it is in written, oral, electronic, or other form, which is provided by Disclosing Party to Receiving Party and is considered confidential or proprietary. This includes, but is not limited to, business plans, strategies, customer lists, and technology patents.
- Exceptions to Confidential Information: Information is not considered confidential if it (i) becomes publicly known through no fault of the Receiving Party, (ii) is already known by the Receiving Party before disclosure by Disclosing Party, (iii) is rightfully received by the Receiving Party from a third party without confidentiality restrictions, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Obligations of the Receiving Party: The Receiving Party agrees to (i) maintain the confidentiality of the information; (ii) not use the Confidential Information for any purpose outside the scope of this Agreement; (iii) restrict access to those employees, agents, or consultants who need to know such information in relation to the purpose of the Agreement and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those in this Agreement.
- Term: The obligations of this Agreement will remain in effect for a term of ________ years from the Effective Date, unless earlier terminated by either party upon ________ days' written notice to the other party.
- Return of Confidential Information: Upon the termination of this Agreement, or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information received under this Agreement and certify in writing that all such materials have been returned or destroyed.
- Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws rules. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts or state courts located in the State of Nevada, and each party consents to the jurisdiction of such courts.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings, whether written or oral.
- Amendment and Waiver: No amendment to this Agreement shall be effective unless it is in writing and signed by both parties. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the Effective Date first above written.
Disclosing Party: ________________
Signature: ________________
Date: ________________
Receiving Party: ________________
Signature: ________________
Date: ________________
