Blank Non-disclosure Agreement Form for Michigan State

Michigan Non-disclosure Agreement (NDA)

This Non-disclosure Agreement (hereinafter referred to as the "Agreement") is made and 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 information related to __________________________, and categorized as confidential (hereinafter referred to as "Confidential Information"); and

WHEREAS, the Receiving Party desires to receive disclosure of this Confidential Information for the purpose of _______________________________;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, 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" shall mean any and all non-public information, including, but not limited to, technical, development, marketing, sales, operating, performance, cost, know-how, business and process information, computer programming techniques, and all record bearing media containing or disclosing such information and techniques which the Disclosing Party has disclosed or may disclose to the Receiving Party, whether in writing, orally, or by any other means.
2. Non-disclosure and Non-use Obligations. The Receiving Party agrees to keep the Confidential Information confidential and not to use any such Confidential Information for any purpose other than the purpose for which it was disclosed. The Receiving Party shall limit disclosure of Confidential Information to its employees, consultants, or advisors who have a need to know and who have signed non-disclosure agreements or are otherwise bound by confidentiality obligations at least as protective as those contained herein.
3. Exemptions from Confidential Information. Information will not be considered Confidential Information if it (a) becomes publicly known through no fault of the Receiving Party; (b) is received from a third party without a duty of confidentiality; (c) is disclosed without a similar confidentiality restriction to a third party by the Disclosing Party, or (d) was in the possession of the Receiving Party prior to disclosure by the Disclosing Party.
4. Term and Termination. This Agreement shall remain in effect for a period of ____________(__) years/months from the Effective Date, unless terminated earlier by either Party upon __________(__) days' written notice to the other Party.
5. Return of Confidential Information. Upon termination of this Agreement, or upon Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information received from the Disclosing Party, except for one copy which may be retained by the Receiving Party's legal counsel for archive purposes.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any choice or conflict of law provision or rule.
7. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions will remain in effect and such invalid, illegal, or unenforceable provision shall be deemed amended so that it is valid, legal, and enforceable to the maximum extent permitted by law.
8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior 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 Effective Date.

Disclosing Party: ___________________________________

Receiving Party: ____________________________________