Non-Disclosure Agreement for Proprietary Information
What this document covers
The Non-Disclosure Agreement for Proprietary Information is a legal document that establishes a confidential relationship between two parties. Its primary purpose is to protect sensitive information that one party may share with another, ensuring that such information is not disclosed to unauthorized third parties. Unlike general confidentiality agreements, this form specifically caters to the exchange of proprietary information, making it essential for businesses and contractors who collaborate on proprietary projects.
What’s included in this form
- Identification of the parties involved in the agreement.
- Definition of what constitutes confidential information.
- Obligations of the Contractor to protect the confidentiality of the information.
- Restrictions on the use and disclosure of the confidential information.
- Conditions for the return of confidential information upon termination of the agreement.
- Governing law and jurisdiction governing the agreement.
When this form is needed
This Non-Disclosure Agreement should be used when a contractor needs to access confidential information from a company. Common scenarios include situations in which businesses share proprietary data, development plans, financial information, or client lists while considering partnership opportunities, outsourcing projects, or during the hiring process for sensitive positions. This agreement ensures that the confidential information remains protected and is only used for its intended purpose.
Intended users of this form
- Businesses engaging contractors or freelancers that require access to sensitive information.
- Contractors who need to receive proprietary information from companies as part of their work.
- Employers looking to protect their trade secrets during the hiring process.
How to prepare this document
- Identify and enter the names of the parties (Contractor and Company).
- Clearly specify the purpose for which confidential information will be shared.
- Fill in the details of the governing law applicable to this agreement.
- Include any additional clauses as necessary based on specific needs or circumstances.
- Obtain signatures from authorized representatives of both parties to finalize the agreement.
Does this form need to be notarized?
This form does not typically require notarization unless specified by local law. However, parties may choose to have it notarized to add an extra layer of validity and legal assurance.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Avoid these common issues
- Failing to clearly define what constitutes confidential information.
- Not including a return or destruction clause for confidential information upon termination.
- Neglecting to specify the governing law or jurisdiction.
Why use this form online
- Quick and convenient access, allowing users to download and fill out the form at their own pace.
- Editability enables users to tailor clauses to fit specific needs or situations.
- Reliability, as the forms are drafted by licensed attorneys, ensuring legal validity.
Legal use & context
- A properly executed Non-Disclosure Agreement is enforceable in court.
- This agreement protects the disclosing partyâs proprietary information from unauthorized use.
- Ensure all parties understand the obligations and consequences associated with the agreement.
Main things to remember
- The Non-Disclosure Agreement safeguards sensitive information exchanged between parties.
- Use this form when engaging contractors or sharing proprietary information.
- Clearly define the parties, confidential information, and obligations to ensure enforceability.
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FAQ
1. Confidentiality Agreement is used when a higher degree of secrecy is required. Non-disclosure implies you must not disclose personal or private information. But keeping confidential implies you be more proactive in making sure information is kept secret.
Also known as Proprietary Information and Inventions Assignment Agreements (or PIIAAs), Confidential Information and Inventions Assignment Agreements ensure that intellectual property and other proprietary rights created by employees during the course of their employment are assigned to the employer.
Identification of the parties. Definition of what is deemed to be confidential. The scope of the confidentiality obligation by the receiving party. The exclusions from confidential treatment. The term of the agreement.
A Proprietary Information Agreement is a legally binding contract stipulating a number of parties must not disclose confidential supplies, data, or information.
The cold hard truth is that most NDAs do not hold up in court. Non-Disclosure Agreements are most effective in establishing a paper trail of confidential information as it relates to partnerships, and discouraging partners from misappropriating proprietary information.
NDAs are legally enforceable contracts, but they're now coming under increased scrutiny from lawmakers, attorneys and legal experts.Companies often use them as part of an employment contract or settlement agreement to protect sensitive information like trade secrets.
An NDA is a legally binding contract that requires parties to keep confidentiality for a defined period of time. It's up to the parties to decide what would be considered confidential and what is not.
In summary, there's no reason why an NDA cannot be terminated if things are no longer working out between the parties. However, this doesn't mean that confidentiality obligations are automatically cancelled upon termination.
Proprietary Information shall include, but not be limited to, domain names, trade secrets, copyrights, ideas, techniques, know-how, inventions (whether patentable or not), and/or any other information of any type relating to designs, configurations, toolings, documentation, recorded data, schematics, circuits, mask
