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	Joe Kennedy Author of The Small Business Owner's Manual
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	Steven D. Strauss Author of The Small Business Bible
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	Tom Severance Author of Business Start-Up Guide
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	Stephanie Chandler Author of The Business Startup Checklist & Planning Guide
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Nondisclosure Agreement

Sample Nondisclosure Agreement: Details will need to be changed to reflect specifics of each situation. This form is for illustration purposes only. Consult an attorney in your state before finalizing or implementing legal contracts.

NONDISCLOSURE AGREEMENT

This nondisclosure agreement ("Agreement") is entered into effective __[date]__, by and between __[name of company]__ ("Disclosing Party") and __[name of consultant/joint venturer/licensee]__ ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information (as defined below) of the Disclosing Party which may be disclosed to the Receiving Party for the purpose of pursuing the establishment of a business relationship or negotiating any contract or agreement between the Disclosing Party and the Receiving Party.

For purposes of this Agreement, Confidential information shall mean: __[specify types of information, e.g., product formulas, customer lists, source codes pertaining to products, marketing strategies for new products]__.

In consideration of the Disclosing Party's disclosure of Confidential Information to the Receiving Party, the Receiving Party hereby agrees as follows:

1. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of the Disclosing Party.

2. The Receiving Party shall not, without the prior written approval of the Disclosing Party, use for its own benefit, publish or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.

3. The Receiving Party shall carefully restrict access to the Confidential Information to those of its officers, directors, and employees who clearly need such access in order to participate on behalf of the Receiving Party in the analysis and negotiation of a business relationship or any contract or agreement or the advisability thereof with the Disclosing Party. The Receiving Party further warrants and represents that it will advise each of those persons that they are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of the Disclosing Party, any of the Confidential Information.

4. The Receiving Party shall take all necessary action to protect the confidentiality of the Receiving Party, except for its disclosure under preceding paragraph 3, and agrees to indemnify the Disclosing Party against any and all losses, damages, claims, or expenses incurred or suffered by the Disclosing Party as a result of the Receiving Party's breach of this Agreement.

5. This Agreement shall continue in full force and effect until __[date]__, except that the Receiving Party's described obligations shall not extend to any of the Confidential Information that the Receiving Party can demonstrate was in the public domain on the date of this Agreement.

6. The Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause the Disclosing Party irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as the Disclosing Party shall deem appropriate. Such right of the Disclosing Party is to be in addition to the remedies otherwise available to the Disclosing Party at law or in equity.

7. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials pertaining to the Confidential Information immediately on the written request of the Disclosing Party.

8. This Agreement and the Receiving Party's described obligations shall be binding on the representatives, assigns, and successors of the Receiving Party and shall inure to the benefit of the assigns and successors of the Disclosing Party.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

10. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney fees.

11. This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to this agreement.

Disclosing Party: __[Name of company]__

By: __[Signature of company representative]__

__[Typed name]__

__[Title]__

Receiving Party:__[Name of consultant/joint venturer/licensee]__

By: __[Signature of representative]__

__[Typed name]__

__[Title]__