Fillable Non-disclosure Agreement Template for California

California Non-disclosure Agreement (NDA)

This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into this ______ day of _______________, 20__, by and between _________________________________________ (hereinafter referred to as the "Disclosing Party"), whose address is _________________________________________, and _________________________________________ (hereinafter referred to as the "Receiving Party"), whose address is _________________________________________.

WHEREAS, the Disclosing Party possesses certain information relating to ________________________ (hereinafter referred to as the "Confidential Information") that is considered confidential and proprietary; and

WHEREAS, the Receiving Party desires to receive the Confidential Information for the purpose of ________________________________; and

WHEREAS, the Parties wish to establish their mutual understanding regarding the Receiving Party's use and protection of the Confidential Information.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth 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. The term "Confidential Information" as used in this Agreement shall mean any and all information, data, documents, and materials belonging to the Disclosing Party, whether disclosed orally, in writing, or by any other medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, 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 owed to the Disclosing Party;
   • is received from a third party without breach of any obligation owed to the Disclosing Party; or
   • was independently developed by the Receiving Party.
2. Non-use and Non-disclosure. The Receiving Party agrees to not use the Confidential Information for any purpose except for the purpose of ________________________________ (the "Permitted Purpose"). The Receiving Party also agrees to limit the disclosure of the Confidential Information to its employees, consultants, or agents who have a need to know such information in connection with the Permitted Purpose and who have been informed of and have agreed to a duty of confidentiality respecting the Confidential Information.
3. Maintenance of Confidentiality. The Receiving Party shall use the same degree of care, but no less than a reasonable degree of care, as the Receiving Party uses to protect its own confidential information of a similar nature, to ensure the confidentiality of the Confidential Information and to prevent its unauthorized use or disclosure.
4. Return of Confidential Information. Upon the termination of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy, as instructed by the Disclosing Party, all materials containing or derived from the Confidential Information.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law principles. Any dispute arising under or in relation to this Agreement shall be resolved in the state or federal courts located in California, and the Parties hereby consent to the jurisdiction of such courts.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

_______________________________________
Sign: ___________________________________
Print Name: _____________________________
Title: ___________________________________
Date: ___________________________________

_______________________________________
Sign: ___________________________________
Print Name: _____________________________
Title: ___________________________________
Date: ___________________________________