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Non-Disclosure Agreement (NDA) 

1. Purpose

The purpose of this Agreement is to protect the confidential information disclosed by the Disclosing Party to the Recipient.

2. Confidential Information

Confidential Information shall include any and all information disclosed by the Disclosing Party to the Recipient, whether orally, in writing, or by any other means, that is marked as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, financial information, trade secrets, client lists, marketing strategies, and any other proprietary information.

3. Non-Disclosure Obligations

The Recipient agrees to:

a. Keep all Confidential Information strictly confidential and not to disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.

b. Use the Confidential Information solely for the purpose of [purpose of disclosure] and not for any other purpose.

c. Take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information, including, but not limited to, implementing adequate security measures.

d. Limit access to the Confidential Information to those employees, contractors, or agents who have a need to know the information for the purpose stated in this Agreement and who have been informed of and agree to abide by the terms of this Agreement.

4. Exceptions

The obligations of confidentiality under this Agreement shall not apply to any information that:

a. Is or becomes publicly available through no fault of the Recipient;

b. Was rightfully known to the Recipient prior to disclosure by the Disclosing Party;

c. Is independently developed by the Recipient without reference to the Confidential Information;

d. Is rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation.

5. Term

This Agreement shall remain in effect for [insert duration], unless terminated earlier by mutual agreement of the parties or as provided in Section 6.

6. Termination

Either party may terminate this Agreement upon written notice to the other party if:

a. The other party breaches any provision of this Agreement and fails to cure such breach within [insert cure period] days after receiving written notice of the breach; or

b. The Recipient becomes legally compelled to disclose any Confidential Information, provided that the Recipient gives the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy.

7. Remedies

The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief to enforce the provisions of this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [insert governing law jurisdiction], without regard to its conflict of laws principles.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

  • This Non-Disclosure Agreement ("Agreement") is entered into on date bellow, between Client ("Recipient") and GriffinWInk Advertising ("Disclosing Party").
  • MM slash DD slash YYYY
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