New York Non-disclosure Agreement Form

New York Non-disclosure Agreement

This Non-disclosure Agreement (the "Agreement") is entered into as of _______________ (the "Effective Date"), by and between _______________ with its principal place of business located at _______________ (the "Disclosing Party") and _______________ with its principal place of business located at _______________ (the "Receiving Party"), collectively referred to as the "Parties".

The Parties intend to engage in discussions regarding _______________ ("Purpose"). In connection with these discussions, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Confidential Information: "Confidential Information" refers to any information, regardless of whether it is in tangible form, disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, information relating to the Disclosing Party's business operations, customer relationships, product specifications, data, and trade secrets.
2. Exclusions from Confidential Information: Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement before such disclosure and assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure: The Receiving Party agrees to use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to: (a) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
4. Term and Termination: This Agreement will remain in effect for a period of _______________ years from the Effective Date unless terminated earlier by either Party upon _______________ days written notice to the other Party. Upon termination, the Receiving Party shall immediately cease all use of the Disclosing Party's Confidential Information and shall return or destroy all copies of such information in its possession.
5. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
6. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether written or oral, related to such subject matter.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

Disclosing Party: _____________________
Signature: _____________________
Print Name: _____________________
Date: _____________________

Receiving Party: _____________________
Signature: _____________________
Print Name: _____________________
Date: _____________________