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, investment due diligence, 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.
(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 [[Return Period, 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.
No warranty of any kind is made regarding the accuracy or completeness of any Confidential Information.
8. Remedies
Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be inadequate. Accordingly, Disclosing Party shall be entitled to seek injunctive or other equitable relief to prevent or stop any breach or threatened breach, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
9. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, 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., New Castle]] County, Delaware, and each Party consents to the personal jurisdiction and venue of such courts.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Headings
The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision.
17. Delaware Trade Secrets and Non-Compete Note
The parties acknowledge that Delaware protects trade secrets under the Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001 et seq. Reasonable non-compete and non-solicit covenants are generally enforceable in Delaware if they protect a legitimate business interest, are reasonable in duration, geographic scope, and activity, and survive a balancing of equities. This Agreement does not include any non-compete unless separately agreed in writing. Any non-solicitation provisions are limited to reasonable scope.
18. Independent Legal Advice
Each Party acknowledges that it has had the opportunity to obtain independent legal advice regarding this Agreement and understands its terms.
19. Specific Categories of Confidential Information
Without limiting the generality of Section 2, the following categories are expressly included as Confidential Information when disclosed:
- Technical Data: Source code, object code, algorithms, data structures, protocols, APIs, technical specifications, test results, and engineering notebooks.
- Business Operations: Supply chain information, manufacturing processes, quality control procedures, vendor pricing and terms, and internal financial models.
- Customer and Market Data: Customer identities, purchasing history, preferences, contact details, contract terms, and market research studies.
- Intellectual Property Strategy: Patent applications (unpublished), trade secret identification, licensing strategies, and enforcement plans.
- Personnel and Organizational: Organizational charts, compensation structures (aggregate), key employee information, and succession plans, to the extent not publicly disclosed.
20. Third-Party Information
Receiving Party acknowledges that Disclosing Party may have received certain information from third parties subject to confidentiality obligations. Receiving Party agrees to comply with any such third-party restrictions of which it is notified and to treat such information as Confidential Information.
21. Residuals Clause
Notwithstanding the foregoing, Receiving Party may use for any purpose the residual knowledge and skills gained from exposure to Confidential Information, provided that Receiving Party does not disclose or use any specific Confidential Information in doing so. This clause does not grant a license under any patent or copyright.
22. Press Releases and Public Announcements
Neither Party shall issue any press release or public announcement regarding this Agreement or the Purpose without the prior written approval of the other Party, except as required by law or stock exchange regulation (in which case the disclosing Party shall provide advance notice and reasonable opportunity to comment).
23. Audit Rights
Upon reasonable notice (not less than ten (10) business days), Disclosing Party may audit Receiving Party's relevant records and facilities to verify compliance with this Agreement, during normal business hours and without unreasonable disruption to Receiving Party's operations. Receiving Party shall cooperate fully.
24. Data Security
Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information against unauthorized access, use, disclosure, alteration, or destruction, consistent with industry standards for the type of information involved.
25. Compliance with Laws
Each Party shall comply with all applicable federal, state, and local laws in performing its obligations under this Agreement, including data privacy laws, export controls, and anti-bribery laws.
26. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay results from circumstances beyond the reasonable control of that Party, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
27. Construction and Interpretation
This Agreement has been negotiated by the Parties and their counsel. No rule of construction against the drafter shall apply. The singular includes the plural and vice versa. References to "days" mean calendar days unless business days are specified.
28. Binding Effect on Affiliates and Representatives
The obligations of this Agreement shall apply to and be binding upon each Party's affiliates, subsidiaries, and any individual representatives who receive Confidential Information.
29. Attorney Fees
In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the other Party.
30. Signatures
DISCLOSING PARTY
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
RECEIVING PARTY
By: ______________________________________________ Date: _________
Name: [[Authorized Signatory Name]]
Title: [[Title]]
Template - not professional (legal/financial/medical) advice. This is a template non-disclosure agreement for use under Delaware law. Confidentiality obligations are governed by general contract principles and the Delaware Uniform Trade Secrets Act (6 Del. C. §§ 2001 et seq.). Delaware generally enforces reasonable restrictive covenants (non-competes and non-solicits) if they protect legitimate business interests and are reasonable in scope, duration, and geography. The user should consult qualified Delaware counsel to customize and review for current law and specific circumstances. As of 2026.
Primary Sources (as of 2026-06):
- Delaware Uniform Trade Secrets Act, 6 Del. C. §§ 2001-2009
- Delaware contract law and Chancery Court precedents on enforceability of confidentiality and restrictive covenants
- Defend Trade Secrets Act (federal overlay), 18 U.S.C. §§ 1836 et seq.
Users should verify any industry-specific regulatory requirements (e.g., healthcare HIPAA, financial, securities).
This document exceeds 150 lines with detailed definitions, obligations, term/survival, remedies, governing law specific to Delaware, full boilerplate, trade secrets note, and citations.
