Non-disclosure

If you’d like me to sign a non-disclosure agreement, here’s one I prepared earlier. Copy and alter as you see fit:

Mutual Nondisclosure Agreement

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into by and between Dave Wilkinson and [your company] for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. Each party has disclosed and/or may further disclose its Confidential Information to the other pursuant to the terms and conditions of this Agreement.

1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” means information relating to the Discloser’s business, including, without limitation, product designs, product plans, data, software, and technology, financial information, marketing plans, business opportunities, pricing information, discounts, inventions and knowhow (including the existence and terms of this Agreement) disclosed by Discloser to Recipient, either directly or indirectly, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date, that either: (a) is designated as confidential by the Discloser at the time of disclosure; or (b) should reasonably be considered, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. Confidential Information also includes the terms and conditions of this Agreement and the existence of the discussions between the parties.

2. Use of Confidential Information. A party that receives Confidential Information under this Agreement (“Recipient”) may use the Confidential Information only for the purpose of internal evaluation of whether to enter into a business relationship with the party that discloses Confidential Information under this Agreement (“Discloser”). The Recipient may not use for its own benefit or otherwise disclose any of the Confidential Information of the Discloser for any other purpose.

3. Exclusions from Confidential Information. Recipient’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Recipient; (b) discovered or created by the Recipient before disclosure by Discloser; (c) learned by the Recipient through legitimate means other than from the Discloser or Discloser’s representatives; or (d) is disclosed by Recipient with Discloser’s prior written approval.

4. Obligations of Recipient. Recipient shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Discloser. Recipient shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Recipient shall not, without prior written approval of Discloser, use for Recipient’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Discloser, any Confidential Information. Recipient shall return to Discloser any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Discloser requests it in writing.

5. Proprietary Rights. Neither party to this Agreement acquires any intellectual property rights or any other rights under this Agreement except the limited right to review the Confidential Information set forth in Section 2. The parties agree that any disclosure or review of intellectual property and any related documentation in connection with this Agreement shall not constitute notice, nor shall the facts or circumstances relating thereto be admissible as evidence, for any purpose, including in connection with any litigation or other proceeding involving the alleged infringement of proprietary rights. This provision shall be binding upon any successors in interest to the parties’ respective intellectual property.

6. Term. Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Recipient’s obligations with respect to Confidential Information under this Agreement expires 1 years from the date of receipt of the Confidential Information (except that which respect to any trade secrets the obligations shall be perpetual). These obligations shall survive any termination or expiration of this Agreement.

7. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

8. General. Neither party has an obligation under this Agreement to purchase or offer for sale any item or proceed with any proposed transaction. In the event that any of the provisions of this Agreement shall be held illegal or unenforceable by a court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the laws of the State of [your location] and the United States without regard to conflicts of laws provisions thereof. The jurisdiction and venue for any action arising out of or relating to the subject matter of this Agreement shall be the [your location] state and United States federal courts. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys’ fees. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party and no failure or delay in enforcing any right will be deemed a waiver.

This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

Dated: [today's date]

_________________________ Dave Wilkinson

_________________________ [your company]