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Non-Disclosure Agreement

This Non-Disclosure Agreement is made on [EFFECTIVE DATE] (the "Effective Date") between [PARTY A NAME], with its principal place of business at [PARTY A ADDRESS], and [PARTY B NAME], with its principal place of business at [PARTY B ADDRESS].

Disclosure of Information. [PARTY A] (the disclosing party) agrees to disclose Confidential Information to [PARTY B] (the receiving party) for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with the terms of this agreement.

Exchange of InformationThe parties agree to exchange Confidential Information for the purpose of [DESCRIBE PURPOSE] (the "Purpose") in accordance with this Agreement.

Confidentiality Obligations

Confidentiality. The receiving party agrees to hold Confidential Information in confidence in accordance with the terms of this agreement.

Non-Use. The receiving party agrees to use Confidential Information solely in accordance with the terms of this agreement.

Non-Disclosure. The receiving party agrees not to disclose Confidential Information to third parties without the prior written consent of the disclosing party.

Copies and Recording. The receiving party may not copy or record the Confidential Information.

Confidentiality Obligations

Confidentiality. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it in accordance with the terms of this agreement.

Non-Use. The receiving party agrees to use Confidential Information solely in accordance with the terms of this Agreement.

Non-Disclosure. The receiving party agrees not to disclose Confidential Information to third parties without the prior written consent of the disclosing party.

Confidentiality Obligations

Confidentiality. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it in accordance with the terms of this agreement.

Use Solely for Purpose. The receiving party shall use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidential Information. For purposes of this agreement, "Confidential Information" shall mean:

financial statements, business plans, strategic plans, proprietary market information, analyses, compilations and any other strategic, competitively sensitive or proprietary information shared between the parties as a result of the discussions contemplated by this agreement;

this agreement and all documents and materials relating thereto and to the negotiation and execution thereof, including, without limitation, the existence of this agreement and the fact of negotiations taking place between the parties; and

all observations, estimates, conclusions, ideas or concepts reasonably related to Confidential Information disclosed to the other party.

Confidential Information. For purposes of this agreement, "Confidential Information" includes:

any trade secret, know-how, invention, concept, software program, source code, object code, application, documentation, schematic, procedure, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, work in progress, engineering, manufacturing, marketing, financial, sales, supplier, technical, scientific, customer, employee, investor, or business information, whether in oral, written, graphic, or electronic form;

any non-public business information, including personnel data, correspondence with any Governmental Authority, historical customer information and data, historical cost information such as budgets, operating expenses, and capital costs, and projected capital additions, operating cost information, and other business, and financial reports and forecasts;

any document, diagram, photograph, drawing, computer program, or other communication that is either conspicuously marked "confidential", or is known or reasonably should have been known by the Receiving Party to be confidential; and

any advice, information, exhibits, documentation, or any other information that the Receiving Party should reasonably expect would be protected by attorney-client privilege or work product doctrine or other applicable privileges.

Confidential Information. "Confidential Information" includes all material, non-public information, written or oral, disclosed, directly or indirectly, through any means of communication or observation by the disclosing party or any of its affiliates or representatives to or for the benefit of the receiving party.

Confidential Information. For purposes of this agreement, "Confidential Information" means:

all trade secrets, proprietary, and other information that is disclosed to or acquired by the Employee during or in the course of employment that relates to the business of the Employee and is not generally available to the public, or generally known in the industry;

customers' identities and requirements, customer lists, suppliers' identities and products, pricing information, product price discount information, manufacturing processes and procedures, new product research, financial information not generally available to the public, and other non-public information; and

any techniques, know how, processes or combinations thereof, or compilations of information, records and specifications, utilized or owned by the Employer, development, marketing, pricing, business methods, strategies, financial or other analyses, policies, or business opportunities.

Confidential Information. "Confidential Information" means all trade secrets, know-how, business and financial information, and other proprietary information or data disclosed to one party by the other, or incorporated in materials or products provided to one party by the other and marked or indicated to be confidential.

Confidential Information. "Confidential Information" means any information labeled or referred to as "Confidential" by the Disclosing Party, or provided to the Receiving Party by the Disclosing Party with reference to this agreement.

Confidential Information. "Confidential Information" means all material, non-public information disclosed on or after the Effective Date.

Non-Confidential Information

Exceptions. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to:

Public Information. Information that is or becomes publicly known without the breach of this agreement.

Already Known. Information that at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure.

Third Party Source. Information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation.

Independently Developed. Information that is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Continuing Obligation. In the event an exception to the confidential nature of information provided does not apply to a specific item that does not relieve the receiving party of its obligations with respect to all other items.

Burden of Proof. The receiving party will have the burden of proof regarding the applicability of any exception.

Non-Confidential Information. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to:

Public Information. Information that is or becomes publicly known without the breach of this agreement.

Already Known. Information that at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure.

Third Party Source. Information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation.

Independently Developed. Information that is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Non-Confidential Information. The restrictions of this agreement on use and disclosure of Confidential Information will not apply to:

Public Information. Information that is or becomes publicly known without the breach of this agreement.

Already Known. Information that at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure.

Third Party Source. Information that is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation.

Independently Developed. Information that is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.

Approved for Release. Information that is explicitly approved for release by written authorization of the disclosing party.

Older Information. Information that is more than ten (10) years old.

Marking

Marked if Practical. To the extent practical, the disclosing party shall furnish Confidential Information in documentary or tangible form marked as "Confidential".

Non-Documentary Information. If disclosure of Confidential Information is in non-documentary form or if the disclosure is first made orally or by visual inspection, the disclosing party shall have the right or, if requested by receiving party, the obligation to confirm in writing the confidential nature of such disclosure within a reasonable time after such disclosure or request is made.

Failure to Mark. The disclosing party's failure to mark as "Confidential" information which is in fact Confidential Information shall not reduce or otherwise alter the receiving party's obligations of confidentiality under this agreement.

Marking. All information disclosed under this agreement is deemed Confidential Information whether or not it is so marked.

Marking. Confidential Information disclosed in writing shall be marked with a confidentiality legend and Confidential Information disclosed orally shall be identified as such at the time of disclosure.

Standard of Care. The receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care, to protect the Confidential Information from misuse and unauthorized access or disclosure, including

maintaining adequate physical controls and password protections for any server or system on which any Confidential Information may reside,

encrypting any Confidential Information that is in transmission, and

encrypting any Confidential Information located on any storage media.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Notification of Disclosure

Notice. The receiving party will immediately notify the disclosing party in writing upon discovery of:

any unauthorized disclosure of the Confidential Information;

any loss, unauthorized possession, use or knowledge of the Confidential Information; or

any breach of this agreement by the receiving party.

Notice Requirements. The notice must fully detail such loss, unauthorized possession, use or knowledge.

Cooperation. The receiving party will cooperate with the disclosing party in any reasonable fashion in order to assist the disclosing party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Notification of Disclosure

Notice. The receiving party will immediately notify the disclosing party in writing upon discovery of:

any unauthorized disclosure of the Confidential Information; or

any loss, unauthorized possession, use or knowledge of the Confidential Information.

Cooperation. The receiving party will cooperate with the disclosing party in any reasonable fashion in order to assist the disclosing party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Notification of Disclosure. The receiving party shall immediately notify the disclosing party upon discovery of any loss or unauthorized disclosure of the Confidential Information.

Return or Destruction of Confidential Information. At the Disclosing Party's request or upon Termination of this agreement, the Receiving Party will promptly:

Return to the Disclosing Party all copies of the Confidential Information in its possession provided by the Disclosing Party;

Destroy all copies of any documents containing any Confidential Information; and

If so requested by the Disclosing Party, deliver to the Disclosing Party a certificate executed by one of its duly authorized officers confirming compliance with the return or destruction obligation.

Return or Destruction of Confidential Information. At the Disclosing Party's request, the Receiving Party will promptly:

Return to the Disclosing Party all copies of the Confidential Information in its possession provided by the Disclosing Party;

Destroy all copies of any documents containing any Confidential Information; and

If so requested by the Disclosing Party, deliver to the Disclosing Party a certificate executed by one of its duly authorized officers confirming compliance with the return or destruction obligation.

Return or Destruction of Confidential Information. At the disclosing party's request, the receiving party shall promptly either destroy or return to the disclosing party all Confidential Information in its control.

Return or Destruction of Confidential Information

Obligation to Return or Destroy. At the disclosing party's request, the receiving party will, as far as technically reasonably possible:

promptly return to the disclosing party all Confidential Information including all copies, extracts or other reproductions or

destroy all Confidential Information

Archive Exception. As an exception to the above obligation, the receiving party may retain an archival copy of the Confidential Information, but solely in order to comply with law or archival policies. However, any Confidential Information retained for archival purposes will continue to be Confidential Information and subject to the terms of this agreement.

No Disclosure of Discussions. Neither party may, without the other party's prior written consent, disclose the fact that

any discussions have taken place or are taking place concerning a potential business transaction or relationship between the parties, or that

any Confidential Information has been or may be disclosed between the parties.

Non-Disclosure of Discussions

Non-Disclosure. Without the prior written consent of the disclosing party, or unless required by law, neither the receiving party shall disclose to any person that any discussions or negotiations are taking place concerning a possible transaction between the parties, including the status of such discussions or negotiations.

Exceptions. The receiving party may, with disclosing party's prior written consent, have discussions with other persons relating to obtaining debt (but not equity) financing for a negotiated transaction with the disclosing party from commercial banks or other institutional sources, if the persons with whom the receiving party has such discussions agree to be bound by the terms of this agreement.

No Modification of Confidential Information. The receiving party shall not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information.

Non-Solicitation

No Solicitation. Subject to paragraph [VOLUNTARY CONTACTS], during the Non-Solicitation Period, [PARTY B] will not, directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity:

induce or attempt to induce any officer, director, or employee to leave [PARTY A][ or the Company];

solicit or accept the business of any customer or consultant of [PARTY A][ or the Company]; or

divert, entice, terminate or reduce its relationship with [PARTY A][ or the Company] or otherwise take away from [PARTY A][ or the Company] the business or patronage of any customer, or attempt to do so.

Voluntary Contacts. [PARTY B] may employ or accept the business of persons or customers of [PARTY A] who contact [PARTY B] on his or her own initiative without any direct or indirect solicitation by or encouragement (not including a general solicitation of employment not specifically directed towards employees of [PARTY A] [or the Company]) by [PARTY B].

Non-Solicitation Period"Non-Solicitation Period" means the period starting on the Effective Date of this agreement and ending [NON-SOLICITATION PERIOD TERM] after termination of this agreement.

Non-Solicitation

No Solicitation. Subject to paragraph [VOLUNTARY CONTACTS], during the Non-Solicitation Period, [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity:

induce or attempt to induce any officer, director, or employee to leave [PARTY A] [or Company]; or

solicit or accept the business of any customer or consultant of [PARTY A] [or Company].

Voluntary Contacts. [PARTY B] may employ or accept the business of persons who contact [PARTY B] on his or her own initiative without any direct or indirect solicitation by or encouragement (not including a general solicitation of employment not specifically directed towards employees of [PARTY A] [or Company]) by [PARTY B].

Non-Solicitation Period"Non-Solicitation Period" means the period starting on the Effective Date of this agreement and ending [NON-SOLICITATION PERIOD TERM] after termination of this agreement.

Non-Solicitation

No Solicitation. Subject to paragraph [PERMITTED CONTACTS] directly below, during the Non-Solicitation Period, [PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or on behalf of others, in any capacity, induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Contacts

Voluntary Contacts. [PARTY B] may employ any officer, director, or employee of [PARTY A] who contacts [PARTY B] on his or her own initiative without any direct or indirect solicitation by or encouragement (not including a general solicitation of employment not specifically directed towards employees of [PARTY A][or the Company]) by [PARTY B].

Terminated Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation Period"Non-Solicitation Period" means the period starting on the Effective Date of this agreement and ending [NON-SOLICITATION PERIOD TERM] after termination of this agreement.

Permitted Disclosure

Authorized Disclosure. The receiving party shall not disclose Confidential Information to any person, except to its officers, directors, or employees on a need-to-know basis and only to the extent necessary.

Requirement for Disclosure. All individuals who are given access to the Confidential Information shall agree in writing to be bound by the terms of this agreement.

Liability for Disclosure. The receiving party shall be liable for any breach of this agreement by any person to whom the receiving party discloses Confidential Information.

Permitted Disclosure

Authorized Disclosure. The receiving party shall not disclose Confidential Information to any person, except to its officers, directors, or employees on a need-to-know basis and only to the extent necessary.

Requirement for Disclosure. The receiving party shall first directs all individuals granted access to the Confidential Information that they must maintain its confidential nature in accordance with the terms of this agreement.

Permitted Disclosure. Notwithstanding the confidentiality and non-disclosure obligations set out in the [CONFIDENTIALITY] clause, the Receiving Party may disclose, and only to the extent necessary, Confidential Information:

If and to the extent that the Disclosing Party consents in writing to such disclosure; or

to the Receiving Party's officers, directors, employees, Affiliates, or Representatives who:

have need-to-know such Confidential Information in furtherance of the Purpose or Transaction; and

have been informed of the obligations of this agreement and agreed to abide and be bound by the provisions this agreement.

Permitted Disclosure. The receiving party shall not disclose Confidential Information to any person, except to its officers, directors, employees, consultants, and representatives on a need-to-know basis and only to the extent necessary.

Required Disclosure. In the event that the receiving party becomes compelled by law to disclose any Confidential Information:

Notice of Disclosure. The receiving party shall provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.

Cooperation to Seek Protective Order. The receiving party shall cooperate with the disclosing party to obtain a protective order or other appropriate remedy.

Limited Disclosure. In the event that a protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of this Agreement, the receiving party shall: (i) disclose only the portion of Confidential Information that is legally required to disclose [in the written opinion of its counsel]; and (ii) exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.

Assurances. The receiving party will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.

Required Disclosure. In the event that the receiving party becomes compelled by law to disclose any Confidential Information:

Notice of Disclosure. The receiving party shall provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.

Cooperation to Seek Protective Order. The receiving party shall cooperate with the disclosing party to obtain a protective order or other appropriate remedy.

Limited Disclosure. In the event that a protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of this Agreement, the receiving party shall: (i) disclose only the portion of Confidential Information that is legally required to disclose [in the written opinion of its counsel]; and (ii) exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be afforded to Confidential Information.

Required Disclosure. In the event that the receiving party becomes compelled by Law to disclose any Confidential Information:

Notice of Disclosure. The receiving party shall provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.

Cooperation to Seek Protective Order. The receiving party shall cooperate with the disclosing party to obtain a protective order or other appropriate remedy.

Required Disclosure. In the event that the Receiving Party becomes compelled by Law to disclose any Confidential Information:

Notice of Disclosure. The Receiving Party shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.

Cooperation to Seek Protective Order. The Receiving Party shall cooperate with the Disclosing Party to obtain a protective order or other appropriate remedy.

Release. If the parties cannot obtain a protective order, other appropriate remedy, or otherwise fail to quash the legal process requiring disclosure, the Receiving Party may disclose the requested confidential information, but only to the extent necessary to satisfy the request.

Term. This agreement begins on [EFFECTIVE DATE], and will continue until terminated.

Term. This agreement begins on [EFFECTIVE DATE] and will continue until [TERMINATION CONDITION OR EVENT], unless terminated earlier.

Term

Initial Term. The "Initial Term" of this agreement begins on [EFFECTIVE DATE] and will continue for [TERM YEARS] years, unless terminated earlier.

Renewal Term. Following the Initial Term, the [PARTY B] may renew this agreement for successive "Renewal Terms" of [RENEWAL YEARS] length, unless terminated earlier, by giving the [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] business days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

 Term. The term of this agreement begins on [EFFECTIVE DATE], and will continue for [TERM YEARS] years, unless terminated earlier ("Term").

Term

Initial Term. The "Initial Term" of this agreement will begin on [EFFECTIVE DATE] and continue for [TERM MONTHS] months, unless terminated earlier.

Renewal Terms

Following the Initial Term. At the expiration of the Initial Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM] months length ("Renewal Term"), unless terminated earlier.

Following a Renewal Term. At the expiration of the then current Renewal Term, this agreement will automatically renew for a another Renewal Term, unless terminated earlier.

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then current Renewal Term.

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

Representations

Mutual Representations.The parties represent to each other as follows, acknowledging that the other party is relying on these representations:

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

No Conflicts. The parties are not under any restriction of obligation that may affect the performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, and performance of its obligations under this agreement will breach or result in a default under

its articles, by-laws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, order, or decree of any Governmental Authority to which it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.

No Disputes or Proceedings. [Except as disclosed in the Pending Litigation Schedule] There are no legal proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

Transferor’s Representations:

Disclosure Schedule. Attached is the [TRANSFERRING PARTY]’s Disclosure Schedule, listing all property to be transferred under this agreement, including any exceptions to the [TRANSFERRING PARTY]’s other representations under this agreement relating to each property.

Ownership. [Except as disclosed in the Disclosure Schedule] The [TRANSFERRING PARTY] is the sole owner of the [TRANSFERRED PROPERTY], free of claims by any other person. The [TRANSFERRED PROPERTY] is free of any obligations, liens, licenses, or other claims or potential claims by any third party.

Legal Right. The [TRANSFERRING PARTY] has the [exclusive] right to transfer the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Prior Transfer. The [TRANSFERRING PARTY] has not sold, transferred, or assigned, and is not obligated to sell, transfer, or assign any of the [TRANSFERRED PROPERTY] to the [RECEIVING PARTY].

No Infringement. Neither the [TRANSFERRING PARTY]’s nor the [RECEIVING PARTY]’s use of the [TRANSFERRED PROPERTY] under this agreement infringes on or constitutes a misappropriation of the intellectual property or other rights of any person.

Ownership of Confidential Information

Each Party Retains All Rights. Each party will retain all interest and proprietary rights in:

the Confidential Information it discloses; and

any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.

No License Right. Each party acknowledges that no license, implied or otherwise, is granted hereby under any Intellectual Property right, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.

Ownership

Proprietary Rights. The disclosing party retains all proprietary rights to the Confidential Information.

License Rights. No license, express or implied, is granted other than to use the Confidential Information in the manner and to the extent authorized in this agreement.

Ownership and Return of Confidential Information.

Ownership. The parties acknowledge that any Confidential Information exchanged under this agreement will remain the Disclosing Party's exclusive property.

Return. At the end or termination of this agreement, each party shall:

return all Confidential Information received from the other party; and

destroy any copies the party made of any Confidential Information.

Obligations and Liability.

No Restrictions. The Receiving Party acknowledges and agrees that the Disclosing Party, in its sole discretion,

is free to explore other potential opportunities that may lead to a possible transaction with another party,

may change the procedures relating to its consideration of a transaction at any time without prior notice,

may reject any and all proposals made by Receiving Party with respect to a possible Transaction, and

may terminate discussions with Receiving Party at any time and for any reason.

No Liability. The Disclosing Party will have no obligation or liability to Receiving Party with regard to a possible Transaction by virtue of this Agreement or otherwise, unless and until and only in the event that definitive agreements have been executed for a Transaction.

No Obligations. Neither party has any obligation under this agreement to purchase from or provide to the other party any products or services, or to enter into any other agreement.

Obligations and Restrictions

No Obligations. Neither party has an obligation under this Agreement to enter into any other agreement with the other party.

No Restrictions. Nothing in this Agreement prohibits or restricts either party's right to develop, use, or market products or services similar to or competitive with those of the other party disclosed in the Confidential Information, provided such use shall not breach this Agreement. Additionally, each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party to be disclosed in the Proprietary Information.

Existing Rights. The Parties acknowledge that the other may already possess or have developed products or services similar to or competitive with those of the other party to be disclosed in the Confidential Information.

1. Independent Development. Each party may currently or in the future be developing information internally or receiving information in confidence from other parties that may be similar or competitive to the information received from the other party. Accordingly, neither party makes any representation or inference that it will not develop products or processes, for itself or others, that compete with the products or processes of the other party.

Securities Laws

Insider Trading Prohibited. The parties and their Representatives are aware, and they shall use reasonable precautions to ensure that their respective directors, officers, and employees are aware, that United States securities laws prohibit any person who has material, non-public information concerning a company or a possible Transaction involving the parties from purchasing or selling securities of that company, or from communicating such information to any other person when it is reasonably foreseeable that the person is likely to purchase or sell such securities, or otherwise permit another to make an investment decision with such information.

Notice of Termination. Each party shall ensure that none of its Representatives who have access to Confidential Information will acquire or dispose of any interest (including any share or option) in the stock or debt of the other party until they have been notified in writing that the business relationship has been terminated and for a period of [90] days after termination.

Parties Are Informed. The parties acknowledge that they and their Representatives are familiar with the Exchange Act and the rules and regulations promulgated under the Exchange Act to the extent they relate to the matters referred to in this agreement.

No Contravention. The parties shall not use, or permit any third party to use, and they each shall use reasonable efforts to assure that none of their respective Representatives will use or permit any third party to use, any Evaluation Material in contravention of United States securities laws (including the Exchange Act and any rules and regulations promulgated under the Exchange Act).

Acknowledgement of Securities Laws. Each party is aware, and will advise their respective Representatives who are informed of the matters of this agreement, of the restrictions imposed by the federal and state securities Laws on the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities, and on the communication of such information to any other Person when it is reasonably foreseeable the other Person is likely to purchase or sell such securities in reliance on that information.

Termination

Termination on Material Breach. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after the injured party delivers notice to the breaching party reasonably detailing the breach or default.

Termination on Insolvency. Either party may terminate this agreement with immediate effect on the other party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify The [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

Exclusive Remedy. The [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to: 

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses to the extent the [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify the [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

Exclusive Remedy. The [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

 Mutual Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all losses arising out of any third-party proceeding and relating to this agreement.

Indemnification

Direct Claim Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The Indemnitee shall promptly notify the Indemnitor of the Indemnifiable Proceeding, and deliver to the Indemnitor all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the Indemnitee fails to notify the Indemnitor of the Indemnifiable Proceeding, the Indemnitor will be relieved of its indemnification obligations to the extent the Indemnitor was prejudiced by the Indemnitee's failure.

Exclusive Remedy. The Indemnitee's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the Indemnitee arising out of this agreement and relating to:

any breach of any representation or warranty contained in this agreement;

any breach or violation of any covenant or other obligation under this agreement or applicable law;

any claim alleging grossly negligent act or omission or willful conduct of the other party.

(b) “Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses to the extent the Indemnitee acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

Indemnification by [PARTY B]. The [PARTY B] shall indemnify the [PARTY A] against all losses and expenses arising out of any proceeding:

brought by either a third party or the [PARTY A]; and

that arises out of any breach by the [PARTY B] of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an "Indemnifying Party") shall indemnify the other (as an "Indemnified Party") against all losses arising out of any proceeding:

brought by either a third party or an Indemnified Party; and

that arises out of the Indemnifying Party's willful misconduct or gross negligence.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify the [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses the [PARTY A] shall defend the [PARTY B] against any Indemnifiable Proceeding. The [PARTY A] shall reimburse the [PARTY B] for any resaonable Litigation Expenses incurred by the [PARTY B] in connection with the Indemnifiable Proceedings before the [PARTY A] assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by the [PARTY B]'s failure to promptly notify the [PARTY A] of the Indemnifiable Proceeding.

Authority to Contest, Pay, or Settle. The [PARTY A] shall obtain the [PARTY B]'s consent before making any decision to contest, pay, or settle an Indemnifiable Proceeding.

Non-Exclusive Remedy. The [PARTY B]'s right to indemnification is not exclusive, but in addition to any other remedies available to the [PARTY B].

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that its breach or threatened breach of its obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][OTHER SPECIFIED OBLIGATIONS] would result in irreparable harm to the other party, that is, harm that could not be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after any breach of the obligations listed above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for it to post any security.

Equitable Relief

Acknowledgement of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party, that is, harm that could not be adequately relieved by monetary damages only.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Waiver. The failure or neglect by a party to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights. 

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Headings. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Overview

A Non-Disclosure Agreement (NDA) or Confidentiality Agreement is a contract defining the conditions upon which individuals and businesses agree to share confidential material, knowledge, or information with each another, and protect the information from disclosure to others.

Negotiation Guide

1. Key Deal Points

What is the purpose of the disclosure?

Purpose or Exchange of Information. Define the intended purpose for which the NDA is required. This may include a specific topic, project, or scope description or include a general description. Confirm that this clause limits the use of the confidential information to that contemplated (e.g., evaluation of the specific transaction) and not for any other purpose.

What is included in the scope of Confidential Information?

Confidential Information Definition. The scope of “confidential information” may be defined broadly, narrowly, or by reference to specific information. In general, broad definitions favor disclosers, while narrow definitions favor recipients.

Markings. The scope of confidential information may be further defined by requiring a marking, such as the words “confidential,” “restricted,” or “proprietary.” A requirement of marking favors recipients, while a statement that making is not required favors disclosers.

What is excluded from the scope of Confidential Information?

Non-Confidential Information. The Non-Confidential Information or Excluded Information clause defines what is excluded from the definition of confidential information. Such exclusions favor the receiving party.

What obligations are imposed? What must the recipient do?

The Confidentiality Obligations or Protection of Information clause in a non-disclosure agreement details the obligations and forbearances required on the part of a party receiving confidential information. The clause may contain three elements: the obligation to keep confidences, to use the information to others, and not disclose the information to any third parties. However, the last element is covered by the first and not needed.

What can the receiving party do?

The Permitted Disclosure clause details the (a) class of individuals to whom confidential information may be disclosed, (b) the requirements for disclosure, and (c) liability for disclosure. In general, the recipient will favor broader permissions to disclose, while the discloser will seek to narrow the class of individuals who are permitted access and will further seek to apply the terms of the agreement to all such individuals.

The Required Disclosure or Mandatory Disclosure clause details the circumstances under which a party may disclose confidential information when required to do so by law, judicial body or government agency. The provision contains three elements: (a) notice; (b) cooperation; and (c) limited disclosure.

What is the term of the disclosure and obligations?

Disclosure Period. Define and limit the period during which protected disclosures can be made. You may want to set a specific event as a parameter. One common example might include information provided pursuant to a specific Request for Proposal. Alternatively, you may want to specify a date certain—either a fixed date in the future (e.g., December 31, 2021) or as a time period from the date of NDA execution (e.g. one year from date of execution).

Confidentiality Period. The Confidentiality period may be either fixed (for a stated period of time) or open-ended (until the information becomes public). In general, longer or open-ended terms favor disclosers and may be appropriate for highly sensitive information (such as personal information), while shorter fixed terms may be appropriate for general business information.

2. Key Legal Terms

What Statements and Acknowledgments are made by the Parties?

Warranties. The Warranties clause of a Non-Disclosure Agreement (NDA) determines whether the parties make any guarantees (i.e. 'warranties') regarding the accuracy or completeness of any confidential information. Typically, the clause disclaimers any warranties and states that the information is provided "as-is."

Ownership. The Ownership of Confidential Information protects the discloser. It states that all proprietary rights are retained by the disclosing party and that the disclosure of information does not convey any right or license to use the information other than for the stated purpose.

An Independent Development clause may be used to protect either party. It stipulates that the parties may be developing products independent of other each other and they make no representations that the development will not compete with the other party.

What other obligations and protections?

Protection of Information. The Confidentiality Standard of Care or Protection of Information clause defines the level of protection that the receiving party must use to protect the disclosed confidential information. Typically, the agreement requires the recipient to treat the disclosed information in the same manner as it treats its own confidential information, but not be less than "reasonable care." A few agreements purport to require a higher standard, such as "strict confidence" or the "highest standard of care." However, such higher standards may not be attainable or practicable.

The Notification of Disclosure clause requires a party receiving confidential information to notify the disclosing party in the event of any unauthorized use or disclosure.

Return or Destruction of Materials. Confirm language is included providing for the return or destruction (or certification of destruction) by recipient of any written confidential information provided upon NDA termination. Consider ensuring the recipient’s right to retain a reasonable number of copies for archival/evidentiary purposes.

What Rights and Remedies in the Event of Breach by a Party or Claims by Third Parties?

Termination. The agreement may, optionally contain the right to termination the agreement for breach or upon notice. Termination upon may notice may be used to stop and further disclosures from the date of the notice.

Breach and Remedies. The parties have a common law right to damages in the event of a breach of the agreement. The disclosing party may seek further protection by including a clause permitting injunctive relief to prevent any actual or threatened disclosures.

Indemnification. An indemnification term may be included to serve as a warning. However, it may restrict the disclosing party’s right to other remedies such as equitable relief.

Governing Law. The Governing Law or Choice of Law clause specifies that the laws of a mutually agreed upon jurisdiction will govern the interpretation and enforcement of the terms of the contract. Controlling the governing law is an important objective for the parties because differences in local laws may control the outcome of a dispute.

Resources

See the following articles for more information on all aspects of NDAs:

Kristin Hiibner, Sheldon Mak Rose & Anderson, Understanding, Drafting and Using Non-Disclosure Agreements (accessed June 13, 2016).

Jere M. Webb, Stoel Rives LLP, A Practitioner’s Guide to Confidentiality Agreements (accessed June 12, 2016).

Ken Adams, What The Heck Does “Best Efforts” Mean? (accessed June 16, 2016).

Parker Poe Adams & Bernstein LLP, Time Limits in Confidentiality Agreements: Traps for the Unwary (accessed June 14, 2016).