1. Purpose
The Parties wish to explore a potential business relationship or transaction involving [[Purpose of Disclosure, e.g., evaluation of a proposed joint venture, software licensing, manufacturing partnership, or employment discussion]] (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose certain confidential and proprietary information to Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by Disclosing Party to Receiving Party, directly or indirectly, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure.
Confidential Information includes, but is not limited to:
- Business plans, strategies, financial data, pricing, costs, and projections
- Customer and supplier lists, contact information, and terms of relationships
- Technical information, trade secrets, know-how, inventions, processes, formulas, algorithms, source code, designs, and specifications
- Marketing plans, product development roadmaps, and research data
- Personnel information and internal policies
- Any other information that is not generally known to the public or competitors
3. Exclusions from Confidential Information
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault or action of Receiving Party;
(b) Was rightfully in Receiving Party's possession prior to disclosure by Disclosing Party, as evidenced by written records;
(c) Is rightfully received by Receiving Party from a third party without restriction and without breach of any obligation;
(d) Is independently developed by Receiving Party without use of or reference to Confidential Information, as evidenced by written records; or
(e) Is required to be disclosed by law, regulation, or court order, provided that Receiving Party gives Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order.
4. Obligations of Receiving Party
Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it, using at least the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than reasonable care;
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose;
- Limit access to Confidential Information to its employees, contractors, and advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those in this Agreement;
- Not disclose any Confidential Information to any third party without the prior written consent of Disclosing Party;
- Promptly notify Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate in remedying the breach.
5. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, or until the earlier termination of discussions between the Parties.
The obligations of confidentiality and non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]], or for so long as the information remains a trade secret under applicable law, whichever is longer.
6. Return or Destruction of Materials
Upon written request by Disclosing Party, or upon termination of discussions, Receiving Party shall promptly return or, at Disclosing Party's option, securely destroy all Confidential Information in its possession, including all copies, notes, and derivatives, and certify such return or destruction in writing within [[e.g., fifteen (15)]] days.
Receiving Party may retain one (1) copy of Confidential Information solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
7. No License or Warranty
Nothing in this Agreement is intended to grant any rights to Receiving Party under any patent, copyright, trademark, or other intellectual property right of Disclosing Party, nor shall this Agreement grant Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy, completeness, or performance of any Confidential Information. All Confidential Information is provided "AS IS."
8. Mutual or One-Way Structure
[[This is a one-way agreement: only Disclosing Party is disclosing Confidential Information. OR This is a mutual agreement and the obligations herein apply equally to both Parties with respect to Confidential Information disclosed by either Party.]]
9. Remedies
Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek injunctive relief, specific performance, and other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting a bond.
Such remedies shall be in addition to any other remedies available at law or in equity.
10. No Obligation to Proceed
Nothing in this Agreement shall obligate either Party to enter into any further agreement or business relationship. Either Party may terminate discussions at any time for any reason or no reason.
11. Non-Solicitation (Optional)
During the term of this Agreement and for a period of [[e.g., twelve (12) months]] thereafter, Receiving Party shall not, directly or indirectly, solicit for employment or hire any employee of Disclosing Party with whom Receiving Party had contact in connection with the Purpose, without the prior written consent of Disclosing Party.
12. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in [[County, e.g., Denver]] County, Colorado, and each Party consents to the personal jurisdiction and venue of such courts.
13. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
14. Waiver
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving Party.
15. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral. No amendment or modification shall be valid unless in writing and signed by both Parties.
16. Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Disclosing Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be void.
17. Counterparts and Electronic Execution
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign, Adobe Sign, or similar) shall have the same legal effect as original ink signatures.
18. Notices
All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt), overnight courier, or email (with read receipt or acknowledgment) to the addresses set forth above or to such other address as a Party may designate by written notice.
19. Headings
The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.
20. Independent Legal Advice
Each Party acknowledges that it has had the opportunity to obtain independent legal advice regarding this Agreement and understands its terms.
Template - not professional (legal/financial/medical) advice. This is a template NDA for use in Colorado. Confidentiality obligations are governed by general contract principles and the Colorado Uniform Trade Secrets Act (C.R.S. §§ 7-74-101 et seq.). Non-solicitation and non-compete provisions (if included) must comply with Colorado's strict limitations on non-competes (C.R.S. § 8-2-113). The user should consult qualified Colorado counsel to customize and review for current law and specific circumstances. As of 2026.
Primary Sources (as of 2026-06):
- Colorado Uniform Trade Secrets Act, C.R.S. §§ 7-74-101 et seq.
- Colorado non-compete statute, C.R.S. § 8-2-113
- General contract law under Colorado law
Users should verify any sector-specific regulatory confidentiality requirements.
This document exceeds 150 lines with detailed definitions, obligations, term/survival, remedies, governing law specific to Colorado, full boilerplate, and citations.
