Article Guide
In the realm of business and professional relationships, confidentiality is paramount. The New Jersey Non-disclosure Agreement (NDA) form serves as a crucial tool for protecting sensitive information from unauthorized disclosure. This legally binding document outlines the obligations of parties involved, ensuring that proprietary information—such as trade secrets, client lists, and financial data—remains secure. Typically, the NDA specifies what constitutes confidential information, the duration of the confidentiality obligation, and the consequences of any breach. Additionally, it clarifies the circumstances under which information may be disclosed, such as legal requirements or prior consent. By establishing clear guidelines, the New Jersey NDA not only fosters trust between parties but also mitigates potential legal risks, making it an essential component of many business transactions and collaborations.
Example - New Jersey Non-disclosure Agreement Form
New Jersey Non-Disclosure Agreement (NDA) Template
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and entered into on this ____ day of _______________, 20__, 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 _____________________________________ (hereinafter referred to as the "Confidential Information") that is considered proprietary and confidential; and
WHEREAS, the Receiving Party has expressed an interest in receiving the Confidential Information for the purpose of ___________________________ ____________________________________________________________________________;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall include but not be limited to all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by the Disclosing Party. Confidential Information does not include information that:
- is known to the Receiving Party at the time of disclosure as proven by written records;
- becomes publicly known through no wrongful act of the Receiving Party;
- is received from a third party without breach of this Agreement;
- is independently developed by the Receiving Party without use of the Confidential Information as proven by written records; or
- is disclosed under order of a court or governmental agency.
- Non-use and Non-disclosure: The Receiving Party agrees to not use the Confidential Information for any purpose except for _____________________________ ___________________________________________________________ (the "Permitted Purpose") and not to disclose any of the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as otherwise permitted herein.
- Protection of Confidential Information: The Receiving Party agrees to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information and shall have their employees or agents who have access to Confidential Information sign a non-disclosure agreement substantially similar to this Agreement.
- Return of Materials: All documents and materials containing the Confidential Information, in any medium, shall be returned to the Disclosing Party or destroyed within ______ days of the termination of this Agreement, and the Receiving Party shall provide a written certification of their destruction, except as otherwise provided herein or required by law.
- Term: The confidentiality obligations of this Agreement shall remain in effect for a period of _________ years from the date of this Agreement.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of laws provisions.
- Entire Agreement; Modification: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, concerning the same subject matter. No modification of this Agreement shall be effective unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party: ___________________________________________
Signature: _______________________________ Date: ______________
Receiving Party: ____________________________________________
Signature: _______________________________ Date: ______________
File Breakdown
| Fact Name | Description |
|---|---|
| Definition | A Non-disclosure Agreement (NDA) is a legal contract that establishes a confidential relationship between parties, ensuring that sensitive information shared remains protected. |
| Purpose | The primary purpose of an NDA is to safeguard proprietary information, trade secrets, and other confidential data from being disclosed to unauthorized individuals or entities. |
| Governing Law | In New Jersey, NDAs are governed by state contract law, specifically under the New Jersey Uniform Trade Secrets Act. |
| Types of NDAs | There are two main types of NDAs: unilateral, where one party discloses information, and mutual, where both parties share confidential information. |
| Duration | The duration of confidentiality obligations in an NDA can vary, but it is common to specify a time frame during which the information must remain confidential. |
| Enforceability | For an NDA to be enforceable in New Jersey, it must be clear, reasonable in scope, and not overly restrictive on the parties' ability to work or conduct business. |
| Consequences of Breach | If a party breaches the NDA, they may be liable for damages, including any losses incurred by the non-breaching party due to the unauthorized disclosure. |
| Exclusions | Common exclusions from NDAs include information that is already public knowledge, independently developed by the receiving party, or disclosed through legal means. |
| Signing Requirements | While there are no specific signing requirements for NDAs in New Jersey, having the agreement in writing and signed by both parties is highly recommended for clarity and enforceability. |
| Common Uses | NDAs are frequently used in various contexts, including business partnerships, employment relationships, and during negotiations for mergers or acquisitions. |
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