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Sample Non-Disclosure Agreement - unilateral, e.g. a company seeking to hire a consultant.
NON-DISCLOSURE AGREEMENT
In connection with our discussions concerning a possible business relationship between ____________________________ , a ____________________________________ ("you") and ___________________________ , a _____________________________________ ("Discloser"), you have requested, and Discloser has agreed to provide you with, access to certain information concerning Discloser’s business plans and activities. Because such information constitutes highly valuable, competitive, confidential and proprietary business information of Discloser, you and Discloser hereby agree as follows:
1. It is agreed that Discloser has already and may hereafter provide to you certain information (tangible or intangible, and whether or not capable of being reduced to a written form) concerning Discloser’s business plans and activities, including but not limited to, nature of business launches, technology, markets, funding, and relationships with other companies (the "Information").
2. You acknowledge the confidential and proprietary nature of the Information and agree not to use the Information except for the purposes authorized by Discloser, and not to disclose, divulge, furnish, communicate or make accessible the Information to any person, firm, corporation or entity other than your employees as described below. You agree that the Information will be treated with the same care that you use in the protection of your own proprietary information and that the Information will be disclosed only to your agents who have been designated to receive such Information. You shall advise each person who is necessarily given access to the Information of its proprietary nature and obtain acknowledgment of the existence of this Agreement from each such person.
3. You agree to return the Information to Discloser, together with all copies of the same and all other written material prepared by you which incorporates the Information, promptly upon the request of Discloser.
4. You acknowledge that the fact that we are exploring a potential business relationship constitutes part of the Information and you agree not to disclose such fact to any person, firm, corporation or other entity, without Discloser's prior written consent.
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