1. Purpose
The Disclosing Party wishes to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [[Purpose of Disclosure, e.g. evaluating a potential business relationship or transaction]] (the "Purpose"). The Receiving Party agrees to protect such information as set forth herein.
2. Definition of Confidential Information
"Confidential Information" means any non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party, including but not limited to:
- Business plans, strategies, and forecasts.
- Financial information, pricing, costs, and margins.
- Customer and supplier lists and data.
- Technical data, trade secrets, inventions, processes, and know-how.
- Product designs, specifications, and roadmaps.
- Marketing plans and research.
- Personnel and organizational information.
- Any information marked "Confidential" or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
- Software source code, algorithms, and development plans.
- Negotiations, terms of potential transactions, and the existence of discussions between the parties.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure without obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.
3. Obligations of Receiving Party
The Receiving Party agrees:
- To hold the Confidential Information in strict confidence and take reasonable precautions to protect it (at least as protective as measures used for its own similar information).
- Not to use the Confidential Information for any purpose other than the Purpose without prior written consent.
- Not to disclose the Confidential Information to any third party except to employees, agents, or advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those herein.
- To be responsible for any breach by its representatives.
- Upon request or termination of discussions, to return or destroy all Confidential Information and certify such destruction in writing.
- To promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure.
- To limit copies made to only those necessary for the Purpose.
Key Obligations Summary Table
| Obligation | Description | Duration |
|--------------------------|--------------------------------------------------|-------------------|
| Confidentiality | Protect from unauthorized disclosure | Term + survival |
| Use Limitation | Solely for the stated Purpose | During engagement |
| Return/Destruction | Upon request or end of Purpose | As requested |
| Notification | Of any breach or compelled disclosure | Promptly |
| No Reverse Engineering | Not permitted without written consent | During + survival |
4. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (to the extent legally permitted) so that the Disclosing Party may seek a protective order or other remedy. The Receiving Party shall cooperate reasonably in such efforts.
5. Term
This Agreement shall remain in effect for [[Term, e.g. two (2) years]] from the Effective Date, or until the Confidential Information no longer qualifies as such, whichever is later. The obligations of confidentiality shall survive termination.
6. No License or Warranty
Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trademark, 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 makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information. The Receiving Party assumes all risk in its use of the Confidential Information.
6A. Return or Destruction
Upon the written request of the Disclosing Party, or upon conclusion of the Purpose or termination of this Agreement, the Receiving Party shall promptly return or destroy all documents and materials containing Confidential Information and all copies, notes, or derivatives thereof. The Receiving Party shall certify in writing that such return or destruction has been completed. Destruction shall be performed in a manner that renders the information unrecoverable.
6B. Residuals
Notwithstanding the foregoing, the Receiving Party may use its general knowledge, skills, and experience gained during the engagement, provided that such use does not involve the disclosure or specific use of the Disclosing Party's Confidential Information.
7. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive relief without the necessity of proving actual damages or posting bond, in addition to any other remedies available at law or equity.
8. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. Any legal action shall be brought exclusively in the state or federal courts located in [[County or City]], South Carolina.
9. Miscellaneous
This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior agreements. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the remainder shall continue in effect. This Agreement may be executed in counterparts, including electronic signatures which shall be deemed valid and binding.
10. Export Compliance
The Receiving Party agrees to comply with all applicable U.S. export control laws and regulations in handling any Confidential Information that may be subject to such controls.
11. 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.
12. Survival
The obligations under Articles 2, 3, 4, 5, 7, and 8 shall survive the termination or expiration of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Disclosing Party:
[[Disclosing Party Name]]
Signature: ________________________________
Name: [[Signer Name]]
Title: [[Title]]
Date: [[Date]]
Receiving Party:
[[Receiving Party Name]]
Signature: ________________________________
Name: [[Signer Name]]
Title: [[Title]]
Date: [[Date]]
Schedule A - Description of Confidential Information (Optional)
[[High-level description or categories of information to be disclosed under this Agreement, e.g. financial models for Q3 2026, customer database export, technical specifications for Product X.]]
Schedule B - Permitted Recipients (if limited)
The following individuals or classes of representatives are pre-approved to receive Confidential Information on behalf of the Receiving Party, subject to the terms of this Agreement:
- [[Name or role, e.g. John Doe, CFO]]
- [[Name or role]]
Any additional recipients require prior written approval of the Disclosing Party.
Disclaimer
This South Carolina Non-Disclosure Agreement is a template for protecting confidential information. While South Carolina recognizes and enforces reasonable confidentiality agreements and trade secret protections under the South Carolina Trade Secrets Act and common law, specific language, duration, and scope affect enforceability. This template does not constitute legal advice. Parties should consult a licensed South Carolina attorney to tailor the agreement to their specific situation and ensure compliance with applicable law. Information current as of June 2026.
End of South Carolina Non-Disclosure Agreement
