When it comes to conducting due diligence, it`s important to ensure that all parties involved understand the importance of confidentiality. This is particularly true when it comes to sensitive information, such as financial and legal records. One way to protect this information is through the use of a non-disclosure agreement (NDA).
An NDA is a legal contract that outlines what information will be kept confidential and the consequences of any breach of the agreement. When conducting due diligence, it`s important to have an NDA in place to protect both parties involved.
Here is a sample NDA for due diligence:
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Party A] (“Disclosing Party”) and [Party B] (“Receiving Party”).
WHEREAS, Disclosing Party has certain confidential information relating to [Insert Description of Information] (the “Confidential Information”) which it desires to disclose to Receiving Party for the purpose of evaluating and conducting due diligence regarding [Insert Purpose of Disclosure] (the “Purpose”); and
WHEREAS, Receiving Party desires to receive and evaluate the Confidential Information for the Purpose on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein, the Parties agree as follows:
1. Definition of Confidential Information. “Confidential Information” means any information disclosed by Disclosing Party to Receiving Party, whether orally, in writing, electronically or visually, which is confidential or proprietary in nature, including but not limited to financial information, trade secrets, customer/client information, technology, intellectual property, and any other information marked as confidential or proprietary by Disclosing Party.
2. Obligations of Receiving Party. Receiving Party agrees to:
a. Use the Confidential Information solely for the Purpose set forth above;
b. Protect the Confidential Information using the same degree of care and protection as it uses for its own confidential information, but in no event less than reasonable care;
c. Not disclose any of the Confidential Information to any third party without the prior written consent of Disclosing Party, except to its employees, agents, and advisors who have a need to know and who are bound by obligations of confidentiality and non-use no less restrictive than those set forth herein;
d. Notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information; and
e. Promptly return or destroy all Confidential Information and any copies thereof upon request by Disclosing Party or upon termination of this Agreement.
3. Term. This Agreement shall be effective as of the date first above written and shall continue until [Insert Duration of Agreement] or until the Purpose has been achieved, whichever is earlier.
4. Remedies. Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to Disclosing Party, and therefore, Disclosing Party shall be entitled to seek injunctive relief, in addition to any other legal remedies available, in the event of a breach or threatened breach of this Agreement by Receiving Party.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without giving effect to any principles of conflicts of law.
6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first above written.
[Party A]
By: _______________________
[Authorized Signatory]
[Party B]
By: _______________________
[Authorized Signatory]
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