Attorney-Verified Non-disclosure Agreement Template for New Hampshire

New Hampshire Non-disclosure Agreement Template

This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on ____[date]____ (the "Effective Date"), by and between ____[Disclosing Party's name]____, with a principal place of business located at ____[Disclosing Party's address]____ (hereinafter referred to as the "Disclosing Party"), and ____[Receiving Party's name]____, with a principal place of business located at ____[Receiving Party's address]____ (hereinafter referred to as the "Receiving Party").

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information which is valuable and critical to its business; and

WHEREAS, the Disclosing Party desires to disclose the information, referred to as "Confidential Information", to the Receiving Party for the purpose of ____[purpose of disclosure]____, and the Receiving Party agrees to receive and use the Confidential Information solely for the intended purpose and maintain its confidentiality pursuant to the terms of this Agreement;

Therefore, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, any data or information, oral or written, that relates to the Disclosing Party's business, products, services, research, operations, or plans, whether disclosed before or after the date of this Agreement, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

• is or becomes publicly known through no breach of this Agreement by the Receiving Party;
• was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation of confidentiality;
• is received from a third party without breach of any obligation of confidentiality;
• is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;

3. Obligations of the Receiving Party

The Receiving Party agrees to:

1. Use the Confidential Information solely for the purpose outlined in this Agreement;
2. Maintain the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its most confidential materials);
3. Limit access to the Confidential Information to those of its employees, agents, and consultants who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party incorporating protections no less stringent than those herein;
4. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

4. Term and Termination

This Agreement commences on the Effective Date and shall continue in effect until ____[termination date]____ or until the Confidential Information no longer qualifies as confidential, whichever occurs first. Upon termination of this Agreement, the Receiving Party shall, at the option of the Disclosing Party, return or destroy all materials embodying Confidential Information that it has received.

5. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to its conflict of laws principles.

6. Entire Agreement

This Agreement represents the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes all prior agreements, understandings, and communications, oral or written, between the parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Disclosing Party: ___________________________

Receiving Party: ____________________________