Blank Non-disclosure Agreement Template for North Carolina

North Carolina Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is entered into as of ________ (“Effective Date”) by and between ________ (“Disclosing Party”), with its principal place of business located at ________, and ________ (“Receiving Party”), with its principal place of business located at ________. Both parties shall collectively be referred to as the “Parties” and individually as a “Party.” This Agreement is governed by and shall be construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law provisions.

WHEREAS, the Disclosing Party possesses certain proprietary and confidential information (“Confidential Information”) that the Receiving Party desires to review for the purpose of ________;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties agree as follows:

1. Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public information, in any form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to, documents, data, know-how, formulas, processes, designs, sketches, photographs, prototypes, samples, studies, software, codes, and inventions.
2. Exclusions from Confidential Information. The term “Confidential Information” does not include information that: (a) was publicly known prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known after disclosure through no fault of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure; (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
3. Obligations of the Receiving Party. The Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not use the Confidential Information for any purpose except as specifically permitted in this Agreement; (c) not disclose the Confidential Information to any third party, without the prior written consent of the Disclosing Party.
4. Return of Confidential Information. Upon the written request of the Disclosing Party, the Receiving Party shall return or destroy all materials containing Confidential Information, including copies and derivatives thereof, and certify in writing to the Disclosing Party that such return or destruction has been completed.
5. Term. The non-disclosure provisions of this Agreement shall remain in effect for a period of (number of years) years after the Effective Date or until the Confidential Information no longer qualifies as confidential, whichever is earlier.
6. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Any disputes arising under or in connection with this Agreement shall be resolved through binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in (Specify City), North Carolina.
7. General Provisions. This Agreement sets forth the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings. Amendments to this Agreement must be made in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date first above written.

_________________________________
(Signature of Disclosing Party)
(Name of Disclosing Party)

_________________________________
(Signature of Receiving Party)
(Name of Receiving Party)