Printable Non-disclosure Agreement Template for Pennsylvania

Pennsylvania Non-disclosure Agreement Template

This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is entered into on this ______ day of ________________, 20____ (the "Effective Date"), by and between ________________________ (hereinafter referred to as the "Disclosing Party"), located at _______________________________________________________________________, and ________________________ (hereinafter referred to as the "Receiving Party"), located at _______________________________________________________________________.

WHEREAS, the Disclosing Party possesses certain information related to ______________________________________, which is considered confidential and proprietary (hereinafter referred to as the "Confidential Information");

AND WHEREAS, the Receiving Party has expressed an interest in receiving this Confidential Information for the purpose of ______________________________________ and agrees to keep this information confidential pursuant to the terms of this Agreement;

THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to, business plans, strategies, customer lists, technical data, and any other information deemed confidential by the Disclosing Party, whether conveyed in writing, orally, electronically, or by any other means.
2. Obligation of Confidentiality. The Receiving Party shall keep the Confidential Information in strict confidence and shall not disclose the information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall only use the Confidential Information for the purpose(s) stated in this Agreement.
3. Exceptions to Confidential Information. The obligations set forth herein shall not apply to any information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is received from a third party without breach of any obligation of confidentiality; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or regulation.
4. Term. The obligations of confidentiality shall remain in effect for a period of ______ years from the Effective Date of this Agreement, unless otherwise terminated by either party with prior written notice.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of law principles.
6. Miscellaneous. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. Any amendments to this Agreement must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

Disclosing Party: ______________________________________

By: ______________________________________

Title: ______________________________________

Date: ______________________________________

Receiving Party: ______________________________________

By: ______________________________________

Title: ______________________________________

Date: ______________________________________