This business plan nondisclosure agreement is between
The Disclosing Party has created a business plan for
The Receiving Party will review, examine, inspect, or obtain the Business Plan only for the above-described purposes, and to otherwise maintain the confidentiality of that Business Plan pursuant to the terms of this agreement.
The parties therefore agree as follows:
1. CONFIDENTIAL INFORMATION.
The Disclosing Party shall provide a copy of the Business Plan to the Receiving Party within
The Disclosing Party shall identify Confidential Information disclosed orally as confidential within
2. OBLIGATION TO MAINTAIN CONFIDENTIALITY.
3. EXCLUSIONS.
The obligations and restrictions of this agreement do not apply to that part of the Confidential Information that:
4. RETURN OF PROPERTY.
If the Disclosing Party requests, the Receiving Party shall and shall cause each Receiving Party Representative to promptly (and no later than
5. NO PUBLICITY.
The parties shall keep the existence of this agreement, and the transactions or discussions contemplated by this agreement, strictly confidential, except as required by law and except as the parties otherwise may agree in writing before a disclosure.
6. OWNERSHIP RIGHTS.
The Receiving Party acknowledges that the Business Plan and Confidential Information are, and at all times will be, the Disclosing Party's sole property, even if suggestions made by the Receiving Party are incorporated into later versions of the Business Plan. The Receiving Party obtains no rights by license or otherwise in the Business Plan or other Confidential Information under this agreement. Neither party solicits any change in the other party's organization, business practice, service, or products, and the disclosure of the Business Plan or other Confidential Information may not be construed as evidencing any intent by a party to purchase any products or services of the other party or as an encouragement to expend funds in development or research efforts. The Business Plan or other Confidential Information may pertain to prospective or unannounced products. The Receiving Party may not use the Business Plan or other Confidential Information as a basis on which to develop or have a third party develop a competing or similar plan or undertaking.
7. GOVERNING LAW; EQUITABLE RELIEF.
8. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
9. ASSIGNMENT AND DELEGATION.
10. COUNTERPARTS; ELECTRONIC SIGNATURES.
11. SEVERABILITY.
If any provision in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if the invalid, illegal, or unenforceable provisions had never been contained in this agreement, unless the deletion of those provisions would result in such a material change that would cause completion of the transactions contemplated by this agreement to be unreasonable.
12. NOTICES.
13. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
14. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.
15. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation.
16. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.
17. NECESSARY ACTS; FURTHER ASSURANCES.
Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
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Each party is signing this agreement on the date stated opposite that party's signature.
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Date: _____________________________ | By: _________________________________________________________ |
Name: |
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Date: _____________________________ | By: _________________________________________________________ |
Name: |
How-to guides, articles, and any other content appearing on this page are for informational purposes only, do not constitute legal advice, and are no substitute for the advice of an attorney.
A business plan non-disclosure agreement, also known as a confidentiality agreement or an NDA, is designed to build trust in your business relationships. By learning from the beginning what type of information is confidential, you can safely explore all private aspects of your business venture. Avoid accidental leaks by clarifying that your business plan is confidential before sharing. This prevents consultants from becoming your competitors.
Here's the information you'll need to have handy to complete your business plan non-disclosure agreement:
Having and signing an NDA for a business plan with consultants might safeguard your business idea. However, if you're venturing into a partnership, you might hire a couple of employees for your business development. In these and many other scenarios, you need NDAs that are dynamic and different. For instance, you would require a mutual NDA if you’re going to associate with someone else for your business. To keep information safe and avoid leaks from employees, you need to ask your employees to sign an employee non-disclosure agreement. Additionally, LegalZoom provides a store of business agreement templates that you can use to create your NDA documents for your specific needs.
Keep your employees informed about what is confidential and can't be disclosed to third parties. Safeguard the proprietary information with an employee NDA and maintain trust in the people working for you.
Protect your proprietary information when working with contractors. An independent contractor unilateral NDA establishes clear boundaries and terms.
Make changes to your joint venture terms with a joint venture agreement amendment. Modify your partnership terms efficiently and effectively.
Protect your business and outline the responsibilities when working with an outside management firm. A management services agreement helps define work terms, responsibilities, payment, and reporting expectations.
Level up your business partnerships with a mutual non-disclosure agreement. Ensure confidentiality and protect your sensitive data while sharing it with third parties.
Protect your valuable information and maintain privacy with a unilateral non-disclosure agreement. Safeguard your business secrets when sharing them with third parties.