Non-Disclosure Agreement Free Sample

Download a free sample Non-Disclosure Agreement (NDA) in Word and PDF format. This NDA template outlines the terms and conditions for protecting confidential information between two parties. Regularly review and update your NDA to ensure it remains effective.

Definition and Meaning

A Non-Disclosure Agreement (NDA) is a legal contract that establishes a confidential relationship between two or more parties. It outlines the information that the parties agree to share with each other and specifies that this information must be kept confidential and not disclosed to third parties without prior authorization.

Practice Regularly

It is important to regularly review and update your Non-Disclosure Agreements to ensure they remain relevant and effective. This involves:

Reviewing the agreement periodically to identify any changes or updates that may be necessary.
Ensuring that all parties involved are aware of their obligations under the NDA and are adhering to the terms.
Updating the agreement as needed to reflect changes in the business, technology, or legal landscape.
Providing regular training and education to employees on the importance of protecting confidential information and the consequences of breaching the NDA.

By practicing these steps regularly, you can help ensure that your Non-Disclosure Agreement remains a strong and effective tool for protecting your confidential information.

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Downloading the Non-Disclosure Agreement Sample

Whether you need a non-disclosure agreement for a new business partnership, employment contract, or client relationship, having a reliable template can save you time and ensure your confidential information is properly protected.

In this chapter, we’ll walk you through the links to download a free sample Non-Disclosure Agreement in both PDF and Word formats.

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Sample Non-Disclosure Agreement

Here is a sample Non-Disclosure Agreement for your reference:

THIS AGREEMENT made and entered into at Colombo in the Democratic Socialist Republic of Sri Lanka on this xxxxxxxxxxxxxxxx (in words)

BY AND BETWEEN

xxxxxxxxxxxx of xxxxxx, in the said Republic [hereinafter called and referred to as "the Company" which term expression shall mean and include the said xxxxx and its successors and assigns] of the One Part

AND

Xxxxx xxx (Holder of National Identity Card xxxxxx) of Sri Lanka in the said Republic [hereinafter called and referred to as "the Party of the Second Part" which term or expression shall mean and include the said xxxxxxxxxxxxxx his heirs executors and administrators] of Other Part

The Company and Party of the Second Part are hereinafter collectively referred to as the "Parties" in this agreement

WHEREAS the Company is the employer of the Party of the Second Part

AND WHEREAS the Party of the Second part and the Company have agreed the Party of the Second part shall keeping in the strictest of confidence all information that the Party of the Second part may become privy to in the course of his/her employment with the Company.

THIS AGREEMENT THEREFORE WITNESSETH that in consideration of the terms and conditions hereinafter set forth the parties agree as follows:

1. Definitions
   a) "Agreement" means the Agreement of Non-Disclosure between the Company and the Party of the Second Part.
   b) "Confidential Information" includes information with regards to any business related information such as client, software development, financial, technical etc., and/or any other information disclosed and declared orally or in writing by the Company or such information as may be gathered buy the Party of the Second Part in the course of employment.
   c) "The Parties" mean the Parties to this Agreement i.e. The Party of the Second Part and the Company

2. The Parties agree
   a) All confidential information shall remain the sole property of the Company
   b) The Party of the Second Party shall hold in the strictest of confidence, all confidential information of the company and the Companies clients and customers and all information to which he/she may have access to in the course of his/her employment and use all reasonable care and discretion to avoid disclosure, publication or dissemination of such confidential information.
   c) Confidential information of the Company shall not be disclose to any third Parties without the prior written consent of the Company
   d) The obligations imposed upon the Party of the Second Part shall not apply to Confidential Information which is disclosed pursuant to a requirement of a government agency or by operation of law
   e) Confidential Information referred to in this agreement, shall not be used for any purpose other than the business purpose of the Company.
   f) The Parties undertake to act in good faith at all times in all dealings and actions in relation to each other arising from or in connection with this agreement, to act reasonably and objectively In marking all decisions tan to use their best endeavors to promote the interests and the purpose of this agreement.

3. Copyrights and All Intellectual Property Rights
   a) The Party of the Second Party acknowledges that any and all of the copyrights and other intellectual property rights created, developed, embodied in or in connection with the business of the Company by the Party of the Second Part shall be and remain the sole property of the Company and that the Party of the Second Part at all times created and developed any copyright and/or intellectual property as an 'employee' of the Company paid to perform such services for the Party of the Second Part. The Party of the Second Party shall not during or at any time after the completion, expiry or termination of period of employment with the Company in any way question or dispute the ownership by the Company of any such rights.
   b) The Party of the Second Party hereby indemnifies and hold harmless the Company against in and all costs, claims, actions, demands expenses and liabilities of whatsoever nature arising out of or in connection with any claim against the Company pursuant to the infringement of the said intellectual property rights of the Company by the Party of the Second Part

4. The Party of the Second Part agrees that damages shall not be an adequate remedy against any actual or threatened breach of this agreement. Accordingly, the Party of the Second Part agrees that the Company may seek immediate injunctive relief without proof of actual damages from any such breach and specific performance oaf the Company's rights hereunder, in addition to any other remedies available to the Company at law or inequity.

5. The failure or delay by the Company in exercising any right, power or privilege under this agreement will not operate as a waiver thereof, and any single or partial waiver thereof by the Company will not preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this agreement.

6. This agreement contains the entire agreement between the Parties concerning the confidentiality of the confidential information, and no waiver or variation of any term of this agreement will be effective unless approved I writing by each of the Parties to this agreement.

Nothing in this agreement shall affect the rights and duties of the Parties under the contract of employment entered into as between the Parties in so far as the terms and conditions of the contract of Employment and this agreement are not in conflict as regards the subject matter of this contract and in the event of a conflicts regards the provisions of this contract this contract shall prevail without prejudice to the Parties rights and duties as regards the other provisions as contained in the contract of Employment.

7. The covenants an obligations of this agreement shall survive any termination or sooner determination of the engagement by the Party of the Second Part of the Company and the Party of the Second part shall continue to observe the obligations set forth in this agreement.

IN WITNESS WHEREOF the signatures xxxxxxxxx being the authorized signatory for the Company and (xxxxx) being the Party of the Second Part have been placed on the day month and year above mentioned.

________________________

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Witness:

1.
2.