Florida Non-disclosure Agreement (NDA)
This Non-disclosure Agreement (referred to as "Agreement") is made this ____ [Day] of ____ [Month], ____ [Year] by and between ____ [Disclosing Party's Name], a company organized and existing under the laws of the State of Florida, with its principal place of business located at ____ [Disclosing Party's Address] (hereinafter referred to as the "Disclosing Party"), and ____ [Receiving Party's Name], ___[indicate if an individual or entity], located at ____ [Receiving Party's Address] (hereinafter referred to as the "Receiving Party").
WHEREAS, the Disclosing Party possesses certain information relating to ____ [Describe nature of information], that is confidential and proprietary to the Disclosing Party (hereinafter referred to as "Confidential Information");
AND WHEREAS, the Receiving Party desires to receive disclosure of the Confidential Information for the purpose of ____ [Describe purpose];
AND WHEREAS, the Disclosing Party is willing to disclose the Confidential Information to the Receiving Party solely for the purpose described above, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, both parties agree as follows:
- Non-disclosure. The Receiving Party agrees not to use the Confidential Information for any purpose except for the purpose stated in this Agreement or disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party agrees to restrict access to the Confidential Information to those of its employees, contractors, or agents who require such access for the purpose stated in this Agreement and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
- Protection of Confidential Information. The Receiving Party agrees to take all reasonable steps to protect the Confidential Information from unauthorized disclosure and to prevent any accidental or otherwise unauthorized access, use, or disclosure of the Confidential Information.
- Return of Confidential Information. Upon the termination of this Agreement or upon the Disclosing Party's request, the Receiving Party agrees to return or destroy all copies of the Confidential Information received from the Disclosing Party, whether in written, electronic, or other form.
- Term. The term of this Agreement shall commence on the date first above written and shall continue in effect until ____ [Insert term/duration], unless earlier terminated by either party with ____ [Insert notice period] days’ prior written notice.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
- Amendments. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by all parties.
- Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, such term or provision shall be excluded to the extent of such invalidity, unlawfulness, or unenforceability; all other terms and provisions hereof shall remain in full force and effect.
- Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
Disclosing Party:
Name: ____ [Name]
Title: ____ [Title]
Date: ____ [Date]
Receiving Party:
Name: ____ [Name]
Title: ____ [Title]
Date: ____ [Date]