Before we begin, let’s get a confidentiality agreement in place. Enter your details below, review the terms, and sign digitally.
The disclosing and receiving party — you and your company.
Pre-filled — this is David’s information as the consulting party.
This is a standard mutual NDA. Both parties agree to protect each other’s confidential information.
The Parties wish to explore and/or engage in a business relationship relating to consulting and advisory services provided by Party B to Party A (the consulting engagement). In connection with this relationship, each Party may disclose to the other certain confidential and proprietary information. The Parties desire to protect such information from unauthorized disclosure and use.
“Confidential Information” means any and all information or data that has or could have commercial value or other utility in the business in which the disclosing party is engaged, including but not limited to: business plans, financial data, customer lists, pricing, operational processes, trade secrets, proprietary technology, personnel data, vendor relationships, contract terms, and any other information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Information disclosed in written, oral, electronic, or any other form is covered.
Each Party agrees: (a) to hold the other Party’s Confidential Information in strict confidence; (b) not to disclose the other Party’s Confidential Information to any third party without prior written consent; (c) to use the other Party’s Confidential Information solely for the purpose of evaluating or conducting the engagement described herein; (d) to protect the other Party’s Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care; and (e) to promptly notify the other Party in writing of any unauthorized disclosure or use of Confidential Information.
The obligations of this Agreement do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure, as evidenced by written records; (c) is independently developed by the receiving Party without use of the Confidential Information; (d) is received from a third party who has the right to disclose it; or (e) is required to be disclosed by law, regulation, or court order, provided the receiving Party gives the disclosing Party reasonable prior written notice and cooperates in seeking a protective order.
This Agreement shall commence on the Effective Date and shall remain in effect for a period of two (2) years from the date of last disclosure of Confidential Information, unless terminated earlier by mutual written agreement of the Parties. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years from such termination.
Upon written request by the disclosing Party, or upon termination of this Agreement, the receiving Party shall promptly return or certifiably destroy all Confidential Information and any copies thereof, and shall confirm such return or destruction in writing within five (5) business days.
Nothing in this Agreement grants either Party any license, right, or interest in the other Party’s Confidential Information, intellectual property, trade secrets, or any other proprietary rights, except as expressly stated herein. All Confidential Information remains the exclusive property of the disclosing Party.
Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an insufficient remedy, and that the non-breaching Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting bond.
This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws provisions. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in Sedgwick County, Kansas, and the Parties hereby consent to the exclusive jurisdiction and venue of such courts.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings regarding confidentiality. This Agreement may not be modified except by a written instrument signed by both Parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
Draw your signature in the box below. Both signatures are required to execute the agreement.
By clicking Execute Agreement, both parties confirm they have read, understand, and agree to the terms of this Mutual Non-Disclosure Agreement.