Unilateral Nondisclosure Agreement (California)

This is a sample agreement provided by Dana H. Shultz, Attorney at Law (510 5470545, dana@danashultz.com). It is not intended as, and should not be considered, legal advice. The author does not warrant that it is suitable for any company or transaction. If you need advice regarding a nondisclosure agreement or any other legal matter, please contact an attorney directly.

UNILATERAL NONDISCLOSURE AGREEMENT

This Unilateral Nondisclosure Agreement (Agreement) is entered into effective Date (the Effective Date) between: ClientName, a state form of business entity with its main office at Address, and Company name (Company), a state form of business entity with its main office at Address.

ClientName and Company are referred to each as a Party and collectively as the Parties.

1. INTRODUCTION

ClientName and Company wish to enter into certain business discussions. These discussions may require Company to receive Confidential Information. The Parties enter into this Agreement to protect that Confidential Information.

2. DEFINITIONS

Confidential Documentation means a document or other item that contains Confidential Information. Confidential Information means any nonpublic information of or about ClientName that

(a) is marked “confidential” or “proprietary” when disclosed in written or other visible form, or is identified as confidential or proprietary at the time of oral disclosure, and

(b) is received by Company.

3. COMPANY’S OBLIGATIONS AND EXCEPTIONS TO OBLIGATIONS

3.1 Company will maintain Confidential Information in confidence by taking such measures as it takes to protect its own Confidential Information of like kind, and in any event a reasonable level of care. Company will not disclose Confidential Information to any third party without express written authorization from ClientName, except that Company may disclose Confidential Information

(a) to employees having a need to know the Confidential Information and

(b) to contractors that have agreed in writing to the obligations of Company under this Agreement.

3.2 Company will use Confidential Information solely to further Company’s business relationship with ClientName.

3.3 Company will return Confidential Information and Confidential Documentation, and all copies thereof in Company’s possession, to ClientName upon demand.

3.4 The obligations set forth in Sections 3.1 through 3.3 will not apply if, but only to the extent that, Confidential Information is

(a) already in Company’s possession without obligation of confidentiality,

(b) obtained from a third party without obligation of confidentiality,

(c) independently developed by Company, or

(d) required to be disclosed by applicable law or governmental order, in which case Company will, as promptly as possible and before making the disclosure, notify ClientName of its intention to make the disclosure.

The obligations set forth in Sections 3.1 through 3.3 will expire with respect to each item of Confidential Information and Confidential Documentation five years after the applicable Confidential Information is disclosed.

3.5 Nothing in this Agreement grants Company any license or right to ClientName’s patents, copyrights, trademarks or other intellectual property.

4. GENERAL

4.1 CLIENTNAME PROVIDES ALL CONFIDENTIAL INFORMATION AND CONFIDENTIAL DOCUMENTATION AS IS, WITHOUT ANY WARRANTY OF ANY KIND. CLIENTNAME MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.2 Nothing in this Agreement

(a) restricts the right of a Party to develop, procure or market products or services which may be competitive with those offered by the other Party so long as there is no unauthorized use of Confidential Information,

(b) obligates a Party to obtain any products or services from the other Party,

(c) prevents a Party from entering into similar agreements with other companies or individuals, or

(d) obligates  ClientName to disclose any information to Company.

4.3 This Agreement does not create any agency or partnership relationship.

4.4 This Agreement will be interpreted in accordance with and governed by the laws of the State of California, excluding its conflict of laws provisions. The Parties consent to the exclusive jurisdiction of state and federal courts in the City and County of San Francisco, California and expressly waive any objection or defense based upon lack of personal jurisdiction or venue in connection with any dispute arising out of or relating to this Agreement or its breach.

4.5 This Agreement contains the entire understanding between the Parties regarding its subject matter. Any additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each Party.

4.6 A waiver of any provision of this Agreement must be in writing and must be signed by an authorized representative the Party waiving that provision. Any waiver of or failure to enforce any provision will not preclude either Party from enforcing that or any other provision of this Agreement thereafter.

4.7 The Parties acknowledge that a breach of this Agreement may give rise to irreparable injury for which damages are not adequate compensation. Accordingly, ClientName may seek, without obligation to post any bond, injunctive relief against a breach or threatened breach of this Agreement by Company in addition to any other remedies that ClientName may have.

4.8 If a suit, action, or other proceeding is instituted in connection with any controversy arising out of or related to this Agreement, the prevailing party will be entitled to an award of reasonable attorneys’ fees and costs.

4.9 If a court or other tribunal of competent jurisdiction holds that any of the provisions of this Agreement are illegal, invalid, or unenforceable, those provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

4.10 The Parties may execute this Agreement in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute a single agreement. The Parties have read this Agreement, understand it, and agree to it. By signing below, each individual warrants that he or she has full power and authority to bind his or her Party to this Agreement.

Client Name                                                              Company name                                              

Signature:                                                                        Signature:

Name:                                                                               Name:

Title:                                                                                  Title:

Date:                                                                                  Date:

 

This is a sample agreement provided by Dana H. Shultz, Attorney at Law (510 5470545, dana@danashultz.com). It is not intended as, and should not be considered, legal advice. The author does not warrant that it is suitable for any company or transaction. If you need advice regarding a nondisclosure agreement or any other legal matter, please contact an attorney directly.

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