1. Purpose
The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party solely for the purpose of [[Purpose of Disclosure, e.g. evaluating a potential business transaction, providing consulting services, discussing a joint venture, or other specific purpose]] (the "Purpose"). The Receiving Party agrees to receive and protect such information in accordance with the terms of this Agreement.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to:
- Business plans, strategies, financial information, projections, pricing, costs, margins, and forecasts.
- Customer and supplier lists, contact information, contracts, and relationship details.
- Trade secrets, know-how, inventions, processes, formulas, designs, specifications, and technical data.
- Software, source code, algorithms, data structures, and related documentation.
- Marketing plans, product development information, and intellectual property.
- Employee information, organizational structure, compensation, and internal policies.
- Any other information that is marked "confidential," "proprietary," or with a similar legend, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available through no fault or action of the Receiving Party.
- Was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without obligation of confidentiality.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Is rightfully received from a third party without restriction on disclosure and without breach of any obligation.
- Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates in seeking a protective order.
4. Obligations of Receiving Party
The Receiving Party agrees:
- To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect it, using at least the same degree of care the Receiving Party uses to protect its own confidential information of like importance, but in no event less than reasonable care.
- Not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, contractors, or advisors who have a need to know for the Purpose and who are bound by written confidentiality obligations at least as protective as this Agreement.
- To use the Confidential Information solely for the Purpose and for no other purpose.
- To promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure and to cooperate in remedying such breach.
- To return or destroy all Confidential Information (including copies) upon written request of the Disclosing Party or upon termination of discussions, and to certify such return or destruction in writing within [[Return Period, e.g. fifteen (15)]] days.
5. No License or Ownership
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.
- The Disclosing Party retains all right, title, and interest in and to its Confidential Information.
- No license under any intellectual property is implied or granted by disclosure.
6. No Obligation to Proceed
Neither party is obligated to enter into any further agreement or transaction as a result of this Agreement or the disclosure of Confidential Information. Either party may terminate discussions at any time.
7. Term
This Agreement shall remain in effect for a period of [[Term Duration, e.g. three (3) years]] from the Effective Date, or until the Confidential Information no longer qualifies as confidential, whichever occurs first. The obligations of confidentiality with respect to trade secrets shall survive indefinitely or for the maximum period permitted by Nebraska law.
8. Remedies
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting any bond.
- Such remedies shall be in addition to any other remedies available at law or in equity.
- The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.
9. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [[County, e.g. Douglas or Lancaster County]], Nebraska, and each party consents to the personal jurisdiction and venue therein.
10. Miscellaneous
1. This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
- This Agreement may not be amended or modified except by a written instrument signed by both parties.
- If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- Neither party may assign this Agreement without prior written consent, except that the Disclosing Party may assign to a successor in connection with a merger, sale of assets, or change of control.
- This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
- No failure or delay in enforcing any right shall constitute a waiver.
- The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.
- All notices shall be in writing and delivered by certified mail, overnight courier, or email with confirmation to the addresses first set forth above or such other address as a party may designate.
11. Export and Compliance
The Receiving Party agrees to comply with all applicable export control, data privacy, and other laws in connection with its receipt and use of Confidential Information.
12. Nebraska-Specific Considerations
To the extent applicable, the parties acknowledge Nebraska's adoption of the Uniform Trade Secrets Act (Neb. Rev. Stat. §§ 87-501 et seq.) and agree that Confidential Information constituting trade secrets under Nebraska law shall receive protection consistent with that statute, in addition to contractual protections herein.
- The parties agree that the disclosure of trade secrets in violation of this Agreement may give rise to remedies under both contract and the Nebraska Uniform Trade Secrets Act.
- Nothing in this Agreement limits any rights or remedies available under Nebraska or federal law regarding misappropriation of trade secrets.
13. Acknowledgment
The Receiving Party acknowledges that it has read this Agreement, understands it, and has had the opportunity to consult with legal counsel before signing. The Receiving Party agrees to be bound by its terms.
14. Additional Protections
1. The Receiving Party shall not copy, reproduce, reverse engineer, decompile, or create derivative works from any Confidential Information except as necessary for the Purpose.
- The Disclosing Party makes no representation or warranty as to the accuracy or completeness of any Confidential Information; the Receiving Party relies on it at its own risk.
- Any Confidential Information provided in electronic form shall be subject to the same protections, and the Receiving Party shall use secure methods for storage and transmission.
- If the Purpose involves personal data, the parties shall comply with all applicable privacy laws including any Nebraska or federal requirements.
- The Receiving Party shall implement and maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information.
- Upon request, the Receiving Party shall permit the Disclosing Party or its designated representative to audit compliance with this Agreement during normal business hours with reasonable notice.
- The Receiving Party shall train its personnel who will have access to Confidential Information on their obligations under this Agreement before granting access.
- The Disclosing Party reserves the right to mark additional materials as confidential after initial disclosure; such materials shall be subject to this Agreement upon receipt of written notice identifying them.
15. Survival
The obligations under Sections 2, 3, 4, 5, 8, 9, 12, and 14 shall survive the termination or expiration of this Agreement and any discussions between the parties.
16. Counterparts and Electronic Execution
This Agreement may be executed in any number of 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) and PDF or electronic transmission of signed copies shall be deemed valid and binding.
17. Signature Block
DISCLOSING PARTY:
[[Disclosing Party Full Legal Name or Entity]]
By: ______________________________________________ Date: _______________
Printed Name: [[Signatory Name]]
Title: [[Title]]
RECEIVING PARTY:
[[Receiving Party Full Legal Name or Entity]]
By: ______________________________________________ Date: _______________
Printed Name: [[Signatory Name]]
Title: [[Title]] (or "Individual" if not entity)
This is a sample Nebraska Non-Disclosure Agreement template for illustrative and educational purposes only. It is not legal advice. Enforceability of confidentiality agreements, trade secret protection, and available remedies are governed by Nebraska law, including the Nebraska Uniform Trade Secrets Act (Neb. Rev. Stat. §§ 87-501 et seq.) and general contract principles. Parties should consult a licensed Nebraska attorney to tailor terms to their specific circumstances, ensure compliance with applicable data privacy and export laws, and confirm execution formalities before use. References current as of June 2026.
