A non-disclosure agreement (NDA) is a legal document that ensures confidentiality between parties. It is a crucial tool for manufacturers as it protects their trade secrets and proprietary information from unauthorized disclosure. A well-crafted NDA can prevent competitors, employees, and other stakeholders from misusing confidential information, which can damage the manufacturer`s reputation, market position, and revenue.
If you are a manufacturer looking to draft an NDA, here is a sample template to guide you.
Non-Disclosure Agreement for Manufacturing
This Non-Disclosure Agreement (Agreement) is made and entered on the __________ day of ____________, 20__ (Effective Date), by and between ____________ (Manufacturer), and ____________ (Recipient).
WHEREAS, the Manufacturer possesses certain confidential and proprietary information related to its products, processes, trade secrets, and business strategies; and
WHEREAS, the Recipient desires to receive such confidential and proprietary information and agrees to maintain its confidentiality and use it only for the purpose of evaluating a potential business relationship between the parties;
NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definition of Confidential Information. Confidential Information shall mean any and all non-public information disclosed by Manufacturer to Recipient, whether in writing, verbally, or by other means, related to its products, processes, trade secrets, and business strategies. Confidential Information shall remain the property of the Manufacturer, and the Recipient shall have no ownership or other rights therein.
2. Obligations of Recipient. The Recipient agrees to maintain the Confidential Information in strict confidence and to use it only for the purpose of evaluating a potential business relationship between the parties. The Recipient shall not copy, reproduce, disclose, distribute, publish, transmit, or otherwise make available the Confidential Information to any third party without the express written consent of the Manufacturer. The Recipient shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, which shall not be less than reasonable care.
3. Exceptions. The obligations of the Recipient under this Agreement shall not apply to any information that (a) is or becomes publicly available through no fault or breach of the Recipient; (b) was in the Recipient`s possession prior to disclosure by Manufacturer, as evidenced by written records; (c) is lawfully obtained by the Recipient from a third party without breach of any obligation of confidentiality; (d) is independently developed by the Recipient without reference to or use of the Confidential Information.
4. Term and Termination. This Agreement shall commence on the Effective Date and continue for a period of ____________ [insert term] years unless terminated earlier by either party on written notice. The obligations of the Recipient under this Agreement shall survive termination for a period of ____________ [insert term] years.
5. Remedies. The Recipient acknowledges and agrees that breach of this Agreement by the Recipient may cause irreparable harm to the Manufacturer, and that the Manufacturer shall be entitled to seek injunctive relief, as well as any other legal or equitable remedies available under applicable law.
6. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of ____________ [insert state], without regard to its conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the courts of ____________ [insert county], [insert state], and the parties hereby submit to the jurisdiction and venue of such courts.
7. Entire Agreement. This Agreement sets forth the entire understanding of the parties and supersedes all prior negotiations, understandings, and agreements between them relating to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.
Manufacturer: ____________ [insert name]
By: ____________ [insert name and title]
Date: ____________
Recipient: ____________ [insert name]
By: ____________ [insert name and title]
Date: ____________
Conclusion
A well-crafted NDA can help a manufacturer protect its confidential and proprietary information, which is critical for maintaining a competitive advantage. However, it`s important to note that this sample NDA is only a starting point. It`s essential to consult with a legal professional to customize this NDA to your specific needs and ensure its enforceability in your jurisdiction.