Non-disclosure Agreement Document for Oregon State

Oregon Non-disclosure Agreement (NDA)

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

WHEREAS, the Disclosing Party possesses certain confidential information that is valuable to its business and wishes to disclose the same to the Receiving Party for the purpose of ____________________________________________________________________________________________;

WHEREAS, the Receiving Party agrees to receive and use the confidential information solely for the purpose mentioned above and to maintain its confidentiality in accordance with the terms of this Agreement;

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 agree as follows:

1. Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" includes but is not 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. Excluded from the definition is information that is: (a) publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure as shown by the Receiving Party's files and records prior to the time of disclosure; or (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality.
2. Obligations of the Receiving Party: The Receiving Party agrees to: (a) maintain the confidentiality of the Confidential Information; (b) not disclose the Confidential Information to any third parties except as may be necessary and required in the course of performing its duties under this Agreement and as authorized in writing by the Disclosing Party; and (c) not use the Confidential Information for any purpose except the specific purpose of this Agreement.
3. Term: The obligations of this Agreement shall be in effect for a term of ____________ (____) years from the Effective Date, or until the Confidential Information disclosed hereunder becomes publicly known and made generally available through no breach of this Agreement by the Receiving Party.
4. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of laws provisions.
5. Entire Agreement; Modification: This Agreement constitutes the entire agreement between the Parties relating to the matters discussed herein and supersedes any and all prior agreements, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
6. Severability: If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such term or provision shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein.
7. Signature: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. The Parties acknowledge that the transmission of signed agreements by electronic means shall be as effective as delivery of a manually signed copy of this Agreement.

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

DISCLOSING PARTY:

Signature: ___________________________________________

Name: _______________________________________________

Title: _______________________________________________

Date: _______________________________________________

RECEIVING PARTY:

Signature: ___________________________________________

Name: _______________________________________________

Title: _______________________________________________

Date: _______________________________________________