1. Purpose
The Parties wish to explore a potential business relationship or transaction involving [[Description of Purpose, e.g., evaluation of a proposed software licensing arrangement, joint product development, or due diligence review]] (the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information, whether in written, oral, electronic, visual, or other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, including but not limited to:
- Business plans, strategies, financial information, projections, and forecasts.
- Technical data, trade secrets, know-how, formulas, processes, algorithms, source code, object code, designs, specifications, and prototypes.
- Customer lists, supplier information, pricing structures, and marketing plans.
- Intellectual property, patents, patent applications, trademarks, and copyrights.
- 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.
Confidential Information also includes the existence of these discussions and the fact that Confidential Information has been disclosed.
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 any obligation of confidentiality.
- Is rightfully received from a third party without breach of any confidentiality obligation.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice and reasonable cooperation in seeking a protective order or other appropriate remedy.
4. Obligations of Receiving Party
The Receiving Party agrees to:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it, including precautions at least as protective as those used for its own confidential information of a similar nature, but in no event less than reasonable care under the circumstances.
- Use the Confidential Information solely for the Purpose and for no other purpose without the prior written consent of the Disclosing Party.
- Not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works from the Confidential Information except as strictly necessary for the Purpose.
- Restrict access to the Confidential Information to its employees, contractors, agents, consultants, or professional advisors who have a legitimate need to know for the Purpose and who are bound by written confidentiality obligations at least as restrictive as those contained in this Agreement.
- Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate fully in any investigation or remediation.
5. Term and Survival
This Agreement shall remain in effect for a period of [[Term Duration, e.g., two (2) years]] from the Effective Date, or until the earlier termination of discussions regarding the Purpose by either Party.
The obligations of confidentiality, non-use, and non-disclosure shall survive the termination or expiration of this Agreement for a period of [[Survival Period, e.g., five (5) years]] thereafter. With respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations shall survive for so long as such information remains a trade secret.
Oregon law governing trade secrets is set forth in the Oregon Uniform Trade Secrets Act, ORS 646.461 to 646.475.
6. Return or Destruction of Materials
Upon written request by the Disclosing Party at any time, or upon termination of discussions regarding the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession, custody, or control, including all copies, notes, summaries, analyses, and derivatives thereof. The Receiving Party shall provide written certification of such return or destruction within ten (10) business days.
The Receiving Party may retain a single copy of Confidential Information solely to the extent required for archival, legal, regulatory, or audit purposes, subject to the continuing confidentiality obligations of this Agreement.
7. No License or Warranty
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. This Agreement does not grant the Receiving Party any rights in or to the Confidential Information except the limited right to use it for the Purpose as expressly set forth herein.
The Disclosing Party makes no representations or warranties, express or implied, as to the accuracy, completeness, or performance of any Confidential Information disclosed.
8. Remedies for Breach
The Receiving Party acknowledges and agrees that any actual or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. The Disclosing Party shall therefore be entitled to seek temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of posting a bond or proving actual damages, in addition to all other rights and remedies available at law or in equity under Oregon law.
9. Mutual vs. One-Way Structure
This Agreement governs one-way disclosure from the Disclosing Party to the Receiving Party. If the Parties anticipate a mutual exchange of confidential information, they shall execute a separate mutual non-disclosure agreement.
Nothing in this Agreement prevents either Party from independently developing or acquiring products, services, or technology similar to those contemplated in the Purpose, provided that such development does not use the other Party's Confidential Information in violation of this Agreement.
10. Employee and Contractor NDAs
Where the Receiving Party is a business entity, it represents that it maintains appropriate confidentiality agreements with its employees, contractors, and agents that are consistent with the terms of this Agreement. Upon request, the Receiving Party shall provide the Disclosing Party with copies of relevant template agreements.
11. Data Security and Technical Safeguards
The Receiving Party shall implement and maintain reasonable technical, administrative, and physical safeguards to protect Confidential Information against unauthorized access, use, disclosure, alteration, or destruction. Such safeguards shall be appropriate to the sensitivity of the information and at least equivalent to industry standards for similar data.
12. Audit Rights
Upon reasonable written notice, the Disclosing Party may audit the Receiving Party's compliance with the terms of this Agreement during normal business hours. The Receiving Party shall cooperate fully with any such audit.
13. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, 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., Multnomah County]], Oregon. Each Party hereby irrevocably consents to the personal jurisdiction and venue of such courts.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.
15. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
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.
16. 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. Any waiver must be in writing and signed by the waiving Party.
17. Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations under it without the prior written consent of the other Party, except that a Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or voting securities.
18. Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after mailing by certified or registered mail, return receipt requested, to the addresses first set forth above or to such other address as either Party may designate by notice.
19. Counterparts; Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of signed copies via facsimile, email (including PDF), or electronic signature platforms shall be equally effective as delivery of an original executed copy.
20. Export Compliance and Regulatory Matters
The Receiving Party agrees to comply with all applicable United States export control laws and regulations (including the Export Administration Regulations and International Traffic in Arms Regulations) and any applicable Oregon or local requirements when handling Confidential Information that may be subject to such controls.
21. No Obligation to Proceed with Transaction
Nothing in this Agreement creates any obligation on either Party to enter into any further agreement, to disclose any particular information, or to proceed with the Purpose or any transaction. Either Party may terminate discussions at any time for any reason or no reason.
22. 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, in addition to any other relief to which it may be entitled.
23. Execution
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.
Disclosing Party:
[[Disclosing Party Full Legal Name or Company Name]]
Signature: _____________________________________________
Printed Name: [[Authorized Signatory Full Legal Name]]
Title: [[Title, e.g., Chief Executive Officer or Authorized Representative]]
Date: [[Signature Date]]
Receiving Party:
[[Receiving Party Full Legal Name or Company Name]]
Signature: _____________________________________________
Printed Name: [[Authorized Signatory Full Legal Name]]
Title: [[Title, e.g., Chief Executive Officer or Authorized Representative]]
Date: [[Signature Date]]
Template - not professional legal advice. This document is a template example only and does not constitute legal advice. Non-disclosure agreements must be customized to the specific transaction, parties, and information involved. Verify all terms against current Oregon statutes, including the Oregon Uniform Trade Secrets Act (ORS 646.461-646.475), and consult a licensed attorney admitted to practice in Oregon. Requirements and best practices may change. As of 2026.
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