oneNDA Template v2.1 (CC BY-ND 4.0)
Source: https://www.onenda.org

##CLAUSE: confidentiality_definition##
1. Confidential Information
"Confidential Information" means all information, in any form, disclosed by or on behalf of the Disclosing Party to the Receiving Party, or otherwise obtained by the Receiving Party from the Disclosing Party, in connection with the purpose described in the Cover Sheet, including without limitation all technical or business information, product plans, customer data, financial information, trade secrets, and know-how. Confidential Information does not include information that the Receiving Party can demonstrate by written records: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

##CLAUSE: exclusions##
2. Exclusions from Confidential Information
The obligations of confidentiality set forth in this Agreement shall not apply to any information that the Receiving Party can demonstrate by competent evidence: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure and was not obtained directly or indirectly from the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

##CLAUSE: obligations##
3. Obligations Regarding Confidential Information
The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted by this Agreement; (c) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care; (d) limit access to the Confidential Information to those of its employees, agents, and contractors who have a need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement; and (e) promptly notify the Disclosing Party upon discovery of any unauthorized disclosure or use of the Confidential Information.

##CLAUSE: permitted_disclosures##
4. Permitted Disclosures
Notwithstanding the obligations set forth in Section 3, the Receiving Party may disclose Confidential Information: (a) to its employees, officers, directors, agents, advisors, and contractors who need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth in this Agreement; (b) to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice of such required disclosure (to the extent permitted by law) and reasonably cooperates with the Disclosing Party's efforts to obtain confidential treatment for such information; and (c) to its legal and financial advisors in connection with the Purpose.

##CLAUSE: term##
5. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years unless terminated earlier as set forth herein. The obligations of confidentiality and non-use with respect to Confidential Information shall survive for a period of five (5) years from the date of disclosure of such Confidential Information. Either party may terminate this Agreement upon thirty (30) days' written notice to the other party.

##CLAUSE: return_obligations##
6. Return or Destruction of Confidential Information
Upon the termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly cease all use of the Confidential Information and shall either return to the Disclosing Party or destroy all copies of the Confidential Information in its possession or control. The Receiving Party shall provide written certification of such return or destruction upon the Disclosing Party's request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or its bona fide document retention policies.

##CLAUSE: no_license##
7. No License or Warranty
All Confidential Information is provided "AS IS" without any warranty, express or implied. Nothing in this Agreement grants the Receiving Party any license or right to use the Disclosing Party's intellectual property rights, including patents, copyrights, trademarks, or trade secrets, except as expressly necessary to fulfill the Purpose.

##CLAUSE: remedies##
8. Remedies
The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other equitable remedies available to it without the necessity of posting a bond. Such remedies shall be in addition to any other remedies available at law or equity.

##CLAUSE: assignment##
9. Assignment
Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets, or other corporate reorganization. Any attempted assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the parties' permitted successors and assigns.

##CLAUSE: governing_law##
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

##CLAUSE: jurisdiction##
11. Jurisdiction
Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state and federal courts located in Delaware. Each party consents to the personal jurisdiction and venue of such courts and waives any objection based on improper venue or forum non conveniens.

##CLAUSE: survival##
12. General Provisions
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications. This Agreement may not be amended except by a written instrument signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it later. Notices shall be in writing and deemed given when delivered personally, sent by confirmed email, or three days after being deposited in the mail. This Agreement may be executed in counterparts, each of which shall be deemed an original.
