1. Purpose
The Parties wish to engage in discussions, due diligence, negotiations, or a potential business, commercial, employment, consulting, investment, licensing, joint development, or other relationship or transaction relating to [[Detailed Description of the Purpose, e.g., evaluation of a proposed strategic partnership, technology or intellectual property licensing arrangement, acquisition or investment opportunity, services agreement, consulting engagement, employment opportunity, or joint venture]] (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose, reveal, or permit access to certain of its confidential, proprietary, and trade secret information to Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public, proprietary, or sensitive information, data, materials, or knowledge, whether disclosed orally, in writing, electronically, digitally, visually, or in any other form or medium, that is provided, made available, or communicated by Disclosing Party (or any of its affiliates, subsidiaries, parent companies, officers, directors, employees, agents, consultants, advisors, attorneys, accountants, or other representatives) to Receiving Party, whether or not marked as "Confidential." Confidential Information includes, without limitation, the categories and examples set forth below:
- Business and Strategic Information: business plans, strategic plans, financial projections, budgets, forecasts, capitalization tables, investor presentations, pricing strategies, cost structures, margins, revenue data, profit and loss statements, and internal financial models.
- Technical and Intellectual Property Information: trade secrets, know-how, inventions (patented or unpatented), processes, formulas, algorithms, software (source and object code), hardware designs, specifications, test results, research data, development plans, prototypes, technical documentation, and manufacturing methods.
- Customer, Supplier, and Partner Data: customer and prospect lists, contact information, contract terms, pricing, purchase history, preferences, usage data, supplier and vendor lists, terms of agreements, and relationship management information.
- Marketing and Sales Information: marketing plans, campaigns, customer segmentation, competitive analysis, sales pipelines, lead lists, and go-to-market strategies.
- Operational and Organizational Information: internal policies, procedures, organizational charts, employee and contractor information, compensation structures, succession plans, and operational metrics.
- Legal, Regulatory, and Contractual Information: pending or threatened litigation or claims, regulatory filings, settlement agreements, license agreements, and the existence and terms of any negotiations, letters of intent, or this Agreement.
- Any other information that Disclosing Party identifies as confidential or that, by its nature or the context of disclosure, a reasonable person would understand to be confidential or proprietary to Disclosing Party.
3. Exclusions
Confidential Information does not include information that Receiving Party can demonstrate by clear and convincing contemporaneous written evidence: (a) was or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its Representatives in violation of this Agreement; (b) was rightfully in Receiving Party's possession or known to Receiving Party prior to disclosure by Disclosing Party without any obligation of confidentiality; (c) is or was rightfully received by Receiving Party from a third party without breach of any confidentiality obligation and without knowledge that the third party was breaching an obligation to Disclosing Party; or (d) was or is independently developed by Receiving Party without any use of or reference to Confidential Information of Disclosing Party.
4. Obligations of Receiving Party
Receiving Party agrees, and shall cause each of its Representatives to agree, to:
(a) Hold all Confidential Information in the strictest confidence and not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of an authorized representative of Disclosing Party;
(b) Use the Confidential Information solely for the Purpose and for no other purpose, including any competitive, commercial, or personal purpose not authorized in writing;
(c) Not copy, reproduce, reverse engineer, decompile, disassemble, or create any derivative works from Confidential Information except to the minimum extent necessary for the Purpose;
(d) Restrict access to Confidential Information to only those Representatives who have a bona fide need to know for the Purpose and who have executed written confidentiality agreements with terms no less protective than those contained in this Agreement (Receiving Party remains fully responsible and liable for any breach by its Representatives);
(e) Protect the Confidential Information with at least the same degree of care as Receiving Party uses to protect its own confidential information of a similar nature and importance, but in no event less than reasonable care;
(f) Immediately notify Disclosing Party in writing of any actual, suspected, or threatened unauthorized disclosure, use, or loss of Confidential Information and cooperate fully with Disclosing Party at Receiving Party's expense in investigating and remedying any such incident;
(g) Not export, re-export, or transfer any Confidential Information in violation of U.S. or other applicable export control or sanctions laws; and
(h) Upon request, provide Disclosing Party with a list of all persons who have had access to Confidential Information.
5. Compelled Disclosure
If Receiving Party is required by law, court order, subpoena, regulation, or other legal process to disclose any Confidential Information, Receiving Party shall (to the extent legally permitted) give Disclosing Party prompt prior written notice of such requirement and a reasonable opportunity to seek a protective order, motion to quash, or other appropriate remedy. Receiving Party shall cooperate reasonably with Disclosing Party's efforts to obtain such protection. If no protective order or other remedy is obtained, Receiving Party shall disclose only the minimum amount of Confidential Information that its legal counsel advises, in a written opinion, is legally required, and shall use best efforts to obtain confidential treatment or other protection for the disclosed information.
6. Return or Destruction of Confidential Information
Upon the written request of Disclosing Party (which may be made at any time during or after the term of this Agreement), or upon termination of the Purpose or this Agreement, Receiving Party shall, within [[Return Deadline in Days, e.g., ten (10) business days]] after receipt of such request or termination: (i) return to Disclosing Party all documents, materials, and other tangible items containing or embodying Confidential Information; and (ii) securely destroy or permanently delete all electronic or intangible copies, notes, summaries, analyses, or derivatives (using methods appropriate to the sensitivity of the information), and deliver to Disclosing Party a written certification signed by an authorized officer of Receiving Party confirming that all such materials have been returned or destroyed. Receiving Party may retain one (1) copy of Confidential Information solely to the extent required by applicable law, regulation, or a documented, consistently applied internal records retention policy, subject to the continuing confidentiality obligations of this Agreement.
7. No License; No Warranty; No Obligation
Nothing in this Agreement grants or shall be construed as granting to Receiving Party any license, right, title, or interest in or to any patent, copyright, trademark, trade secret, or other intellectual property right of Disclosing Party. All Confidential Information is provided "AS IS" without any warranty or representation of any kind, express or implied, including warranties of accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement. This Agreement does not obligate either Party to enter into any further agreement, transaction, employment relationship, or business relationship, or to disclose any specific information.
8. Term and Survival
This Agreement shall become effective on the Effective Date and shall continue in effect until terminated by either Party upon [[Termination Notice Period, e.g., thirty (30) days]] prior written notice to the other Party or upon completion or abandonment of the Purpose. The obligations of confidentiality, non-use, non-disclosure, and non-circumvention set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]] after such termination or expiration, or for so long as the information in question remains a trade secret under the New Mexico Uniform Trade Secrets Act (NMSA 1978 §§ 57-3A-1 et seq.), whichever is longer.
9. Remedies
Receiving Party acknowledges that any breach or threatened breach of this Agreement will cause immediate, irreparable, and continuing harm to Disclosing Party for which monetary damages alone would be an inadequate remedy. Disclosing Party shall therefore be entitled to obtain temporary, preliminary, and permanent injunctive and other equitable relief from any court of competent jurisdiction, without the necessity of proving actual damages or posting any bond or other security. Such relief shall be in addition to, and not instead of, any other remedies available to Disclosing Party at law or in equity, including recovery of actual and consequential damages, costs of suit, and reasonable attorneys' fees. Receiving Party shall be responsible for breaches by its Representatives as if committed by Receiving Party.
10. No Publicity
Neither Party shall issue any press release, public statement, marketing material, social media post, or other public announcement regarding this Agreement, the Purpose, or the fact that the Parties are or were in discussions, without the prior written consent of the other Party, except to the extent required by applicable law (including securities laws), in which case the disclosing Party shall provide the other Party with as much advance notice as practicable and an opportunity to comment.
11. Governing Law, Venue, and Enforcement
This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the County of [[County, New Mexico]], and each Party hereby irrevocably submits to the personal jurisdiction and venue of such courts and waives any claim of forum non conveniens. The Parties agree to attempt in good faith to resolve any dispute through negotiation before initiating litigation.
12. Miscellaneous
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, and communications, whether oral or written. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. This Agreement may be executed in counterparts (including electronic or digital signatures), each of which shall be deemed an original and all of which together shall be deemed one and the same instrument. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. No third party shall have any rights hereunder. The headings are for convenience only. No waiver shall be effective unless in writing.
13. Non-Circumvention
During the term of this Agreement and for a period of [[Non-Circumvention Period, e.g., two (2) years]] thereafter, Receiving Party agrees not to circumvent, avoid, or bypass Disclosing Party in any transaction or relationship involving any third party introduced or identified through the Confidential Information or the Purpose, without Disclosing Party's prior written consent and without providing Disclosing Party the opportunity to participate on terms no less favorable than those offered to Receiving Party.
14. No Solicitation of Employees or Customers
During the term of this Agreement and for [[Non-Solicit Period, e.g., one (1) year]] after termination, Receiving Party shall not, directly or indirectly, solicit, recruit, hire, or encourage any employee, consultant, or contractor of Disclosing Party who was involved in the Purpose to leave their position, or solicit any customer or client of Disclosing Party introduced through Confidential Information for competing products or services, without prior written consent.
15. Return of Materials and Ongoing Audit Rights
In addition to return obligations, Disclosing Party reserves the right, upon reasonable notice, to audit Receiving Party's compliance with the confidentiality and destruction obligations of this Agreement during the term and for one (1) year thereafter. Receiving Party shall cooperate with any such reasonable audit.
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. Execution and delivery by electronic signature (including DocuSign, Adobe Sign, or similar) or PDF transmission shall be effective as delivery of an original executed counterpart.
17. Severability and Construction
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent arises, this Agreement shall be construed as if drafted jointly, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.
18. Entire Agreement; No Oral Modification
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 agreements, understandings, negotiations, and discussions, whether oral or written. No modification, amendment, or waiver of any provision shall be effective unless in writing and signed by both Parties.
19. Waiver of Jury Trial
To the extent permitted by applicable law, each Party hereby waives its right to a jury trial in any action or proceeding arising out of or relating to this Agreement.
20. Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by certified mail, return receipt requested; (c) sent by overnight courier with tracking; or (d) sent by email with read-receipt confirmation (if confirmed during business hours). Notices shall be sent to the addresses set forth above or to such other address as a Party may designate by notice.
21. Signatures
DISCLOSING PARTY
By: _____________________________________________________ Date: _______________
Printed Name: [[Disclosing Party Signatory Full Name and Title]]
Legal Entity: [[Disclosing Party Full Legal Name]]
RECEIVING PARTY
By: _____________________________________________________ Date: _______________
Printed Name: [[Receiving Party Signatory Full Name and Title]]
Legal Entity (if applicable): [[Receiving Party Full Legal Name]]
IMPORTANT DISCLAIMER - NEW MEXICO NON-DISCLOSURE AGREEMENT
This document is a template provided exclusively for informational, educational, and illustrative purposes. It is NOT legal advice and does NOT create an attorney-client or fiduciary relationship. Protection of confidential and trade secret information in New Mexico is governed by the New Mexico Uniform Trade Secrets Act (NMSA 1978 §§ 57-3A-1 et seq.) and New Mexico common law. Enforceability of NDAs depends on the facts, the nature of the information, reasonableness of restrictions, and applicable public policy. Employment NDAs, non-competes, and related agreements may be subject to additional restrictions. The Parties must have this Agreement reviewed by a qualified, licensed New Mexico attorney (and, where relevant, intellectual property or employment counsel) before signing or acting upon it. All provisions must be verified and tailored to the specific circumstances. Laws and interpretations change. Use of this template is entirely at the user's own risk. The provider of this template assumes no liability for any loss, damage, or consequence arising from its use.
Primary Legal Sources (as of June 2026): New Mexico Uniform Trade Secrets Act, NMSA 1978 §§ 57-3A-1 through 57-3A-7; New Mexico contract and equity law; 18 U.S.C. §§ 1831-1839 (federal trade secret protection). All users are required to independently confirm current law with primary official sources and update this document accordingly.
23. Expanded Operational and Compliance Provisions
23.1 Data Classification. Receiving Party shall classify Confidential Information according to sensitivity and apply appropriate handling procedures for each classification level as directed by Disclosing Party.
23.2 Access Logging. All access to Confidential Information shall be logged with user identity, time, action taken, and purpose. Logs shall be retained for at least three (3) years and made available to Disclosing Party upon request.
23.3 Background Checks. Representatives with access to highly sensitive Confidential Information shall have passed background checks consistent with applicable law before access is granted.
23.4 Secure Transmission. Confidential Information shall be transmitted only over encrypted channels (TLS 1.2 or higher for electronic, or tracked courier for physical).
23.5 Destruction Standards. Destruction of electronic Confidential Information shall use methods such as DoD 5220.22-M or NIST 800-88 guidelines for secure deletion.
23.6 Regulatory Compliance. Receiving Party shall comply with all applicable privacy, data protection, and industry-specific regulations (e.g., if health or financial data is involved) when handling Confidential Information.
23.7 Insurance Evidence. Upon request, Receiving Party shall provide certificates of insurance demonstrating coverage for cyber incidents and professional liability.
23.8 Training Records. Receiving Party shall maintain records of confidentiality training for all Representatives with access and provide summary reports to Disclosing Party annually or upon request.
23.9 Subcontractor Flow-Down. All flow-down confidentiality agreements with subcontractors shall include audit, breach notification, and destruction obligations substantially identical to those in this Agreement.
23.10 Annual Certification. On each anniversary of the Effective Date during the term, Receiving Party shall provide a written certification signed by an officer confirming ongoing compliance with all obligations.
24. Final Additional Clauses for Professional Depth and Compliance
24.1 Record Retention for Audits. Receiving Party shall retain access logs, training records, and destruction certifications for a minimum of five (5) years after the later of termination or last access.
24.2 Cooperation in Litigation. Receiving Party agrees to cooperate reasonably with Disclosing Party in any litigation or regulatory proceeding involving the Confidential Information, at Disclosing Party's expense for out-of-pocket costs.
24.3 No Implied Waiver. The failure of Disclosing Party to enforce any provision shall not constitute a waiver of that or any other provision.
24.4 Severability of Provisions. If any clause in Sections 23 or 24 is held unenforceable, it shall be severed and the remainder enforced.
24.5 Acknowledgment of Understanding. By signing, Receiving Party acknowledges it has read, understands, and agrees to all terms, and has had opportunity to seek legal counsel.
