Illinois Non-disclosure Agreement (NDA)
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"), whose business address is ___________________________________, and ____________________ (hereinafter referred to as the "Receiving Party"), whose business address is ___________________________________.
WHEREAS, the Disclosing Party possesses certain information relating to _________________________ (hereinafter referred to as the "Confidential Information") that is confidential and proprietary in nature; and
WHEREAS, the Receiving Party desires to receive the Confidential Information for the purpose of ____________________________; and
WHEREAS, the Disclosing Party is willing to disclose the Confidential Information to the Receiving Party solely for the purpose expressed above, under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
- Definition of Confidential Information. For 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. Confidential Information does not include information that, at the time of disclosure, is: publicly known, known by the Receiving Party before disclosure by the Disclosing Party, or rightfully received from a third party without breach of any obligation to the Disclosing Party.
- Non-disclosure and Non-use Obligations. The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the express written consent of the Disclosing Party. Furthermore, the Receiving Party agrees not to use the Confidential Information for any purpose other than the purpose for which it was disclosed.
- Duration of Agreement. This Agreement shall commence upon the date of its execution and shall continue in effect until the Confidential Information disclosed under this Agreement becomes publicly known and made generally available through no action or inaction of the Receiving Party.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
- Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
- 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, understandings, negotiations, and discussions, whether oral or written, of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Disclosing Party: _______________
By: ____________________________
Title: __________________________
Date: ___________________________
Receiving Party: ________________
By: ____________________________
Title: __________________________
Date: ___________________________
