Iowa Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into as of the ___ day of __________, 20___, by and between:
Disclosing Party: ______________________________
Address: ___________________________________________
and
Receiving Party: ______________________________
Address: ___________________________________________
Collectively referred to as the "Parties."
Whereas, the Disclosing Party possesses certain confidential and proprietary information (the "Confidential Information") that is valuable and requires protection; and
Whereas, the Receiving Party is willing to receive the Confidential Information under the terms of this Agreement.
Now, therefore, in consideration of the mutual promises contained herein, the Parties agree as follows:
- Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" includes all written, electronic, or oral information disclosed by the Disclosing Party to the Receiving Party.
- Obligations of Receiving Party: The Receiving Party agrees to:
- Maintain the confidentiality of the Confidential Information;
- Use the Confidential Information solely for the purpose of ______________________________;
- Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party.
- Exclusions from Confidential Information: The obligations of the Receiving Party under this Agreement shall not apply to information that:
- Is or becomes publicly known through no fault of the Receiving Party;
- Is received from a third party without breach of any obligation of confidentiality;
- Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information.
- Term: This Agreement shall remain in effect for a period of ___ years from the date of disclosure of the Confidential Information.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.
- Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.
In witness whereof, the Parties have executed this Non-Disclosure Agreement as of the date first above written.
_____________________________ Disclosing Party
_____________________________ Receiving Party
Date: ________________________