1. Purpose
The Parties wish to explore a potential business relationship or transaction (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose to Receiving Party certain confidential and proprietary information.
2. Definition of Confidential Information
"Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, disclosed by Disclosing Party to Receiving Party, including but not limited to:
- Business plans, strategies, and forecasts
- Financial data, pricing, margins, and projections
- Customer and supplier lists and contact information
- Trade secrets, know-how, technical data, processes, formulas, and designs
- Software, source code, algorithms, and technical specifications
- Marketing plans, product roadmaps, and research
- Employee and contractor information
- Any information 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 circumstances of disclosure.
Confidential Information does not include information that:
(a) Is or becomes publicly available through no fault of Receiving Party;
(b) Was rightfully in Receiving Party's possession prior to disclosure without obligation of confidentiality;
(c) Is independently developed by Receiving Party without use of Confidential Information; or
(d) Is rightfully received from a third party without restriction.
3. Obligations of Receiving Party
Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it (at least the same degree of care it uses for its own confidential information of like importance, but in no event less than reasonable care).
- Use Confidential Information solely for the Purpose and for no other purpose without prior written consent.
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from 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 confidentiality obligations at least as protective as this Agreement. Receiving Party remains responsible for their compliance.
- Not disclose Confidential Information to any third party without Disclosing Party's prior written consent, except as required by law (see Section 5).
4. Term and Duration of Confidentiality
This Agreement begins on the Effective Date and continues for [[Duration of Agreement, e.g. "two (2) years"]] unless terminated earlier by either Party upon written notice.
The obligations of confidentiality and non-use shall survive termination or expiration of this Agreement and continue for a period of [[Survival Period, e.g. "five (5) years"]] from the date of disclosure, or for so long as the information remains Confidential Information, whichever is longer. Trade secrets shall remain protected indefinitely under applicable law.
5. Compelled Disclosure
If Receiving Party is required by law, regulation, court order, or governmental authority to disclose any Confidential Information, it shall:
- Provide Disclosing Party with prompt written notice (to the extent legally permitted) so that Disclosing Party may seek a protective order or other remedy.
- Cooperate reasonably with Disclosing Party's efforts to obtain such protection.
- Disclose only the minimum information legally required and use reasonable efforts to obtain confidential treatment.
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 destruction in writing within [[Return Period, e.g. "thirty (30) days"]]. Receiving Party may retain one copy solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
7. No License or Warranty
Nothing in this Agreement grants any license or right under any patent, copyright, trademark, or other intellectual property right. All Confidential Information is provided "AS IS" without warranty of any kind.
8. No Obligation to Proceed
Nothing in this Agreement obligates either Party to enter into any further agreement or business relationship. Either Party may terminate discussions at any time.
9. Remedies
Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are inadequate. Disclosing Party shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting bond, in addition to any other remedies available at law or equity.
10. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in [[County or "the State of New Hampshire"]], and each Party consents to such jurisdiction and venue.
11. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior or contemporaneous agreements. No amendment or waiver shall be effective unless in writing signed by both Parties.
12. Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13. Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. Electronic signatures and PDF transmission shall be deemed valid and binding.
14. Signatures
Disclosing Party:
Signature: _______________________________
Printed Name: [[Disclosing Party Signatory Name]]
Title: [[Title]]
Date: [[Effective Date]]
Receiving Party:
Signature: _______________________________
Printed Name: [[Receiving Party Signatory Name]]
Title: [[Title]]
Date: [[Effective Date]]
Template - not professional advice. This is a sample mutual or one-way NDA form suitable for use in New Hampshire. Parties should tailor terms to their specific transaction, consider mutual vs. one-way structure, and consult licensed New Hampshire counsel. Trade secret protection under New Hampshire law (RSA 350-B Uniform Trade Secrets Act) and federal Defend Trade Secrets Act may apply in addition to contract. Effective June 2026. All user inputs are [[Merge Fields]].
Key New Hampshire Considerations (as of 2026)
- New Hampshire recognizes and enforces reasonable confidentiality agreements.
- Overly broad non-compete provisions in NDAs may be scrutinized; focus this form on confidentiality.
- For employees, separate employment agreements or offer letters often incorporate confidentiality.
- Consider including specific technical data or customer lists as schedules if highly sensitive.
Sources: RSA 350-B (Uniform Trade Secrets Act); general New Hampshire contract principles. Verified June 2026.
