1. Definition of Confidential Information
"Confidential Information" means any and all non-public, proprietary, or sensitive information, whether disclosed orally, in writing, electronically, visually, or in any other form or medium, that is disclosed by Disclosing Party (or its representatives) to Receiving Party (or its representatives) in connection with the Purpose (defined below). Confidential Information includes, without limitation, the following categories:
- Business, financial, and strategic information, including business plans, forecasts, budgets, pricing strategies, cost structures, profit margins, investment plans, and merger or acquisition plans.
- Customer, client, and supplier information, including identities, contact details, purchasing history, preferences, contracts, and terms.
- Technical and scientific information, including trade secrets, know-how, formulas, algorithms, source code, designs, specifications, prototypes, research and development data, and manufacturing processes.
- Marketing, sales, and product information, including product roadmaps, launch plans, advertising strategies, market research, and competitive analyses.
- Human resources and organizational information, including employee lists, compensation data, organizational charts, employment terms, and internal policies.
- Intellectual property information, including patents (pending or issued), trademarks, copyrights, trade secrets, and licensing arrangements.
- Any information that is marked "Confidential," "Proprietary," or with a similar legend, or that is identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential under the circumstances.
Confidential Information does not include information that Receiving Party can demonstrate: (a) is or becomes generally available to the public other than as a result of a disclosure by Receiving Party in violation of this Agreement; (b) was in Receiving Party's lawful possession prior to disclosure by Disclosing Party without any obligation of confidentiality; (c) is independently developed by Receiving Party without reference to or use of any Confidential Information; or (d) is received from a third party that is not under an obligation of confidentiality to Disclosing Party.
2. Purpose
The Parties are exploring or engaged in [[Purpose of Disclosure, e.g., evaluating a potential strategic partnership, business transaction, service engagement, investment, or joint development project]] (the "Purpose"). The Confidential Information is being disclosed solely for use in connection with the Purpose.
3. Obligations of Receiving Party
Receiving Party covenants and agrees as follows:
- To maintain all Confidential Information in strict confidence and secrecy.
- To use at least the same degree of care to protect the Confidential Information as Receiving Party uses to protect its own confidential information of a like nature, but in no event less than reasonable care.
- Not to disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of Disclosing Party.
- To limit access to Confidential Information to its employees, agents, contractors, consultants, and professional advisors who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
- To use the Confidential Information solely for the Purpose and not for any other purpose, including without limitation competing with Disclosing Party or soliciting its customers or employees.
- To promptly advise Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information of which Receiving Party becomes aware and to take all reasonable steps to mitigate the effects of such breach and to prevent further unauthorized use or disclosure.
- Not to copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works from any Confidential Information except as strictly necessary for the Purpose.
- To comply with all applicable data privacy and security laws, including any Georgia or federal requirements applicable to the Confidential Information.
4. Compelled Disclosure and Legal Process
If Receiving Party is requested or required (by oral question, interrogatory, request for information or documents, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Receiving Party shall:
- Provide Disclosing Party with prompt written notice of such request or requirement (to the extent legally permitted) so that Disclosing Party may seek a protective order or other appropriate remedy.
- Cooperate with Disclosing Party in seeking such protective order or remedy at Disclosing Party's expense.
- Disclose only the minimum portion of Confidential Information that is legally required to be disclosed.
- Use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Confidential Information disclosed.
5. Term
This Agreement shall become effective on the Effective Date and shall remain in effect until terminated by either Party upon [[Termination Notice Period, e.g., thirty (30) days]] prior written notice to the other Party, or until the Purpose is completed or abandoned, whichever occurs first.
6. Survival of Obligations
The obligations of confidentiality, non-use, and non-disclosure set forth in this Agreement shall survive the termination or expiration of this Agreement and shall continue in full force and effect for a period of [[Confidentiality Survival Period, e.g., five (5) years]] following termination, or for so long as the information remains Confidential Information, or indefinitely with respect to any trade secret under the Georgia Uniform Trade Secrets Act.
7. Return and Destruction of Materials
Upon the written request of Disclosing Party at any time, or upon termination of this Agreement, Receiving Party shall, within [[Return Period, e.g., ten (10)]] business days:
- Return to Disclosing Party all documents, materials, and other tangible items containing or reflecting Confidential Information.
- Destroy all copies, notes, summaries, analyses, and derivatives of Confidential Information in its possession or control.
- Provide written certification signed by an authorized officer of Receiving Party confirming that all such materials have been returned or destroyed.
The obligation to return or destroy shall not apply to one (1) copy retained solely for archival or legal compliance purposes, which copy shall remain subject to the confidentiality obligations of this Agreement.
8. No License; No Warranty; No Obligation to Proceed
Nothing in this Agreement is intended to grant, and shall not be construed as granting, any license or right under any patent, copyright, trademark, trade secret, or other intellectual property right of Disclosing Party.
All Confidential Information is provided "AS IS" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship, or to proceed with the Purpose.
9. Non-Solicitation
During the term of this Agreement and for a period of [[Non-Solicit Period, e.g., twelve (12) months]] thereafter, Receiving Party shall not, directly or indirectly, solicit, recruit, hire, or encourage any employee of Disclosing Party who was involved in the Purpose to leave the employ of Disclosing Party, or solicit or encourage any customer or supplier of Disclosing Party to terminate or reduce its relationship with Disclosing Party, using Confidential Information.
10. Remedies and Injunctive Relief
Receiving Party acknowledges and agrees that any actual or threatened breach of this Agreement may cause immediate and irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security.
Such equitable relief shall be in addition to, and not in lieu of, any other rights or remedies available to Disclosing Party at law or in equity, including claims for damages, disgorgement of profits, and attorneys' fees.
11. Indemnification
Receiving Party shall indemnify, defend, and hold harmless Disclosing Party and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement by Receiving Party or its representatives.
12. Governing Law, Venue, and Jurisdiction
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without regard to its conflict of laws principles.
The Georgia Uniform Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.) shall apply to the protection of trade secrets disclosed hereunder.
Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof shall be brought exclusively in the state or federal courts sitting in [[Venue County, e.g., Fulton or DeKalb County]], Georgia. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts and waives any objection based on forum non conveniens.
13. Export and Compliance with Laws
Each Party shall comply with all applicable export control, sanctions, anti-bribery, and data protection laws and regulations of the United States and the State of Georgia in connection with its performance under this Agreement.
14. Miscellaneous
- Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.
- Amendment. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties.
- 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 in any way be affected or impaired thereby. The invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.
- Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision or of any other right or provision.
- 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 any successor in connection with a merger, consolidation, reorganization, or sale of all or substantially all of its assets or voting securities. Any attempted assignment in violation of this section shall be void.
- Counterparts and Electronic Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures (including DocuSign, Adobe Sign, or similar) and PDF or electronic transmission of signed copies shall be deemed valid and binding for all purposes.
- Notices. All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service, or (d) sent by email with confirmation of receipt, addressed to the Parties at the addresses set forth above or to such other address as a Party may designate by notice.
- Relationship of the Parties. Nothing contained in this Agreement shall be deemed to constitute either Party as the partner, joint venturer, agent, or legal representative of the other Party for any purpose.
- Construction. The headings and captions in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The word "including" shall mean "including without limitation."
- 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.
15. Acknowledgment and Authority
Each Party acknowledges that it has read this Agreement in its entirety, understands its terms and conditions, and agrees to be legally bound by them. Each Party represents and warrants that the individual signing this Agreement on its behalf has full legal authority to bind that Party to all of the terms and conditions contained herein.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
DISCLOSING PARTY
[[Disclosing Party Legal Name]]
Signature: ____________________________________
Printed Name: [[Authorized Signatory Full Name]]
Title: [[Title of Signatory]]
Date: ________________________________________
RECEIVING PARTY
[[Receiving Party Legal Name]]
Signature: ____________________________________
Printed Name: [[Authorized Signatory or Individual Full Name]]
Title: [[Title, if applicable]]
Date: ________________________________________
SCHEDULE A (Optional - List Specific Confidential Information Categories or Projects)
- [[Description of specific project or data room contents]]
- [[Additional items as needed]]
This Georgia Non-Disclosure and Confidentiality Agreement is provided as a professional sample template only. It is not legal advice and may not be suitable for every situation. Georgia law governing confidentiality and trade secrets is primarily found in the Georgia Uniform Trade Secrets Act (O.C.G.A. §§ 10-1-760 et seq.) and relevant case law. Parties are strongly advised to have this document reviewed and customized by a licensed Georgia attorney prior to execution. References to statutes and requirements are current as of June 2026; always verify against the most recent official sources and any applicable federal law.
