AI Generated American Non-Disclosure Agreement (NDA)

Non-Disclosure Agreement (NDA)

1. Parties

Identifies the Disclosing Party and the Receiving Party, including their legal names, types of entities, and principal places of business.

2. Recitals / Background

Provides the factual context and purpose for entering into the NDA, outlining the anticipated transaction or relationship that necessitates confidentiality.

3. Definitions

Sets forth defined terms used throughout the agreement, such as “Affiliate,” “Representative,” and “Business Day,” to ensure clarity and consistency.

4. Confidential Information

Describes the nature, scope, and form of information that is considered confidential and protected under the agreement.

5. Purpose / Permitted Use

Specifies the limited purpose for which the Receiving Party may use the Confidential Information.

6. Exclusions from Confidential Information

Lists categories of information that are not deemed confidential, such as information already in the public domain or independently developed without reference to the disclosed information.

7. Obligations of Receiving Party

Details the Receiving Party’s duties to protect, restrict access to, and refrain from disclosing or misusing Confidential Information.

8. Standard of Care

Defines the level of care the Receiving Party must exercise (e.g., at least the same degree of care used for its own confidential information).

9. Non-Use

Prohibits the Receiving Party from using Confidential Information for any purpose other than the Permitted Use.

10. Non-Disclosure

Restricts the Receiving Party from disclosing Confidential Information to third parties except as expressly allowed.

11. Compelled Disclosure

Outlines the procedure the Receiving Party must follow if legally required to disclose Confidential Information, including advance notice to the Disclosing Party.

12. Return or Destruction of Materials

Requires the Receiving Party to return or destroy all Confidential Information and related materials upon request or termination.

13. Term

States the duration of the NDA and the survival period during which confidentiality obligations remain in effect.

14. No License

Clarifies that the NDA does not grant any ownership or license rights in patents, copyrights, trademarks, or other intellectual property.

15. Ownership

Affirms that all Confidential Information remains the sole property of the Disclosing Party.

16. Remedies / Injunctive Relief

Provides that breaches may cause irreparable harm and allows the Disclosing Party to seek equitable relief, including injunctions, in addition to other remedies.

17. No Warranty

Disclaims any representation or warranty regarding the accuracy or completeness of the Confidential Information.

18. Indemnification

Sets forth circumstances under which the Receiving Party must indemnify the Disclosing Party for damages resulting from unauthorized disclosure or misuse.

19. Compliance with Laws / Export Controls

Requires both parties to comply with applicable laws, including U.S. export control regulations, when handling Confidential Information.

20. Relationship of the Parties

Clarifies that the NDA does not create a partnership, joint venture, employment, or other agency relationship.

21. Assignment

Restricts or permits transfer of rights or obligations under the NDA to third parties, often requiring prior written consent.

22. Successors and Assigns

Binds permitted successors and assigns of the parties to the terms of the NDA.

23. Entire Agreement

States that the NDA constitutes the complete understanding between the parties and supersedes prior agreements or communications on the subject matter.

24. Amendments / Modifications

Specifies that changes to the NDA must be in writing and signed by both parties.

25. Waiver

Clarifies that failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

26. Severability

Provides that if any provision is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

27. Interpretation

Sets rules of construction, such as the rule that headings are for convenience only and not to be used in interpretation.

28. Headings

States that clause headings are inserted for convenience and do not affect the meaning or interpretation of the agreement.

29. Governing Law

Designates the U.S. state law that governs the NDA.

30. Jurisdiction and Venue

Identifies the courts or arbitral forum that will resolve disputes and their geographic location.

31. Notices

Details how formal notices under the NDA must be given, including acceptable delivery methods and addresses.

32. Counterparts

Allows the NDA to be executed in multiple identical copies, each of which is deemed an original.

33. Electronic Signatures

Permits signatures by electronic means (e.g., DocuSign) to be treated as original signatures.

34. Authority to Execute

Represents that each signatory has the legal authority to bind the party on whose behalf they sign.

35. Survival

Lists provisions that remain in effect after the termination or expiration of the NDA.

36. Signatures

Contains signature blocks for authorized representatives of each party to execute the NDA.

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什么是 Non-Disclosure Agreement (NDA)?

A Non-Disclosure Agreement (NDA), often referred to as a confidentiality agreement, is a legally binding contract between parties that seeks to keep certain information confidential. In the United States, NDAs are commonly used in business settings to protect sensitive information, such as trade secrets, proprietary data, or other intellectual property. By ensuring that all parties involved agree to maintain confidentiality, NDAs foster trust and enable the safe exchange of information essential for maintaining competitive advantage. Whether for employee confidentiality or business collaborations, NDAs are crucial in safeguarding valuable communication and assets.