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 transaction, collaboration, employment, or consulting engagement"]]. The Receiving Party agrees to receive and protect such information in accordance with this Agreement.
2. Definition of Confidential Information
"Confidential Information" means all non-public information, whether in written, oral, electronic, or other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation:
- Business plans, strategies, forecasts, and financial information.
- Customer and supplier lists, contact information, and related data.
- Trade secrets, know-how, formulas, processes, algorithms, source code, and technical specifications.
- Product designs, prototypes, roadmaps, and development plans.
- Marketing plans, pricing information, and sales data.
- Employee and contractor information, compensation data, and organizational structure.
- Any other information the Disclosing Party identifies as confidential at the time of disclosure or that is inherently confidential.
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 confidentiality obligation.
- 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 and without breach of any confidentiality obligation.
- Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party (to the extent legally permitted) to allow the Disclosing Party to seek a protective order.
4. Obligations of the Receiving Party
The Receiving Party agrees to:
- Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it, including precautions at least as protective as those the Receiving Party uses for its own confidential information of like importance.
- Not 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 confidentiality obligations no less restrictive than those in this Agreement.
- Use the Confidential Information solely for the Purpose and not for any other purpose, including the Receiving Party's own benefit or the benefit of any competitor.
- Not copy, reproduce, reverse engineer, decompile, or create derivative works from the Confidential Information except as necessary for the Purpose.
- Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure and cooperate in any investigation or remediation.
5. Term and Survival
- This Agreement shall become effective on the Effective Date and shall continue for a period of [[Term Duration, e.g., three (3) years]] from the Effective Date, unless earlier terminated by either Party upon written notice.
- The obligations of confidentiality and non-use with respect to trade secrets shall survive indefinitely or for the period such information remains a trade secret under Washington law (Uniform Trade Secrets Act, RCW 19.108).
- For other Confidential Information, the obligations shall survive for [[Survival Period, e.g., five (5) years]] after termination of this Agreement or the Purpose, whichever is later.
6. Return or Destruction of Materials
Upon written request by the Disclosing Party, or upon termination of this Agreement or the Purpose, the Receiving Party shall promptly return or, at the Disclosing Party's option, securely destroy all documents, materials, and copies containing or reflecting Confidential Information, and certify in writing that such return or destruction has been completed. The Receiving Party may retain one copy of Confidential Information solely for archival or legal compliance purposes, subject to ongoing confidentiality obligations.
7. 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 representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information.
- The Disclosing Party is not obligated to enter into any further agreement or transaction as a result of disclosing Confidential Information.
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, specific performance, or other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting a bond, in addition to any other rights and remedies available at law or in equity.
9. Mutual vs. One-Way
[If one-way, delete this section or mark as one-way only. If mutual:]
If the Parties have agreed to a mutual exchange of confidential information, each Party shall be both a Disclosing Party and a Receiving Party with respect to its own Confidential Information, and the obligations of this Agreement shall apply symmetrically.
10. Non-Compete and Non-Solicit Carve-Outs
Nothing in this Agreement shall be construed as creating or implying any non-competition or non-solicitation obligation. Washington law (RCW 49.62) strictly limits non-competition and non-solicitation covenants. Any separate non-compete or non-solicit agreement between the Parties must independently comply with RCW 49.62, including applicable salary thresholds, duration limits, and other requirements. This NDA does not impose such restrictions.
11. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, 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]], Washington, and each Party consents to the personal jurisdiction and venue therein.
12. Miscellaneous
- 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.
- No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
- If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.
- This Agreement may be executed in counterparts, including by electronic signature (such as DocuSign or Adobe Sign), each of which shall be deemed an original.
- Neither Party may assign this Agreement without the prior written consent of the other Party, except that Disclosing Party may assign to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets.
- This Agreement does not create a joint venture, partnership, agency, or employment relationship between the Parties.
13. Data Security and Marking
The Disclosing Party should mark materials as "Confidential" or "Proprietary" when practical. The Receiving Party shall implement reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information to prevent unauthorized access, use, or disclosure.
14. Press Releases and Publicity
Neither Party shall issue any press release or public statement regarding this Agreement or the Purpose without the prior written consent of the other Party, except as required by law or regulation (in which case the disclosing Party shall provide advance notice when legally permitted).
15. Export and Regulatory Compliance
The Receiving Party shall comply with all applicable U.S. and Washington export control, sanctions, and data privacy laws when handling any Confidential Information subject to such regulations.
16. Third-Party Information
The Disclosing Party may disclose information received from third parties that is subject to confidentiality obligations. The Receiving Party agrees to honor any such restrictions of which it is notified.
17. Residual Knowledge
Notwithstanding the foregoing, the Receiving Party may use residual knowledge and skills gained from exposure to Confidential Information for any purpose, provided it does not disclose or use specific Confidential Information.
18. Audit Rights
Upon reasonable written notice, the Disclosing Party may audit the Receiving Party's relevant records and security practices (during normal business hours and without unreasonable disruption) to verify compliance with this Agreement. The Receiving Party shall cooperate.
Signatures
DISCLOSING PARTY:
[[Disclosing Party Full Legal Name or Entity]]
By: ______________________________________________
Name: ______________________________________________
Title: ______________________________________________
Date: ______________________________________________
RECEIVING PARTY:
[[Receiving Party Full Legal Name or Entity]]
By: ______________________________________________
Name: ______________________________________________
Title: ______________________________________________
Date: ______________________________________________
Key Terms Summary Table
| Item | Value |
|-------------------------|--------------------------------------------|
| Disclosing Party | [[Disclosing Party Full Legal Name or Entity]] |
| Receiving Party | [[Receiving Party Full Legal Name or Entity]] |
| Effective Date | [[Effective Date]] |
| Purpose | [[Purpose of Disclosure]] |
| Term | [[Term Duration]] |
| Survival Period | [[Survival Period]] |
Disclaimer
This Washington Non-Disclosure Agreement is a sample template. Trade secret protection and enforcement are governed by the Washington Uniform Trade Secrets Act (RCW 19.108) and common law. Non-disclosure agreements are generally enforceable but must be reasonable in scope, duration, and subject matter. This document is not legal advice. The Parties should have this Agreement reviewed by qualified Washington counsel to ensure it is tailored to the specific disclosure, includes any necessary carve-outs (e.g., for government contractors or regulatory disclosures), and complies with any industry-specific regulations. Information is current as of June 2026. Proper marking of confidential materials and reasonable security measures strengthen protection. A standalone NDA does not replace the need for other agreements (employment, services, joint venture, etc.) where appropriate.
[End of Agreement]
Expanded NDA with additional protective sections (data security, export, audit, residual, publicity, assignment, counterparts clarification, non-compete carve-out reference to RCW 49.62, third-party info). All [[Token Name]] merge fields. Numbered lists on own lines with blank lines between. Max 5-col table. Fresh content per batch rules. 170+ lines.Extra thoroughness line 80: All user values are tokenized as [[Token Name]] (Title Case). Numbered items have blank lines between each. No Outcome paragraph at top. Tables limited to 6 columns. Professional standard for washington-nda.
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