Business Relationship or Sale of

Business Letter

Non-Disclosure Agreement

THIS AGREEMENT made as of the _____ day of _______________, __(year)__ is entered into by and BETWEEN ______________________________ (hereinafter referred to as the “Owner”)

______________________________ (Address)

______________________________

AND ______________________________ (hereinafter referred to as the “Promisor”)

______________________________ (Address)

______________________________

RECITALS

  1. Owner is active in the business of __(manufacturing type product/briefly explain service type of business/etc.)__.
  2. Owner and Promisor desire to enter into a relationship as follows: (briefly describe the relationship i.e. to determine if Promisor chooses to purchase share ownership in the Owner’s company)__. Promisor will become privy to confidential information, __( proprietary information)__, and trade secrets during investigation into Owner’s business to determine whether to __( briefly describe the relationship i.e. purchase share ownership)__.
  3. Owner has determined that the distribution by Promisor of any such confidential information, __( proprietary information)__, and/or trade secrets, to any third party persons not directly associated with Owner, or those persons associated with Owner who are not entitled to receive such information or trade secrets, is harmful and damaging to the interests of Owner.

In consideration of the matters described above, and promises as set forth in this agreement, the parties agree as follows:

  1. DURATION
    1. Term of the Agreement – The term of this Agreement is to remain in effect indefinitely, or until released in writing by owner
  2. NON-DISCLOSURE OF INFORMATION CONCERNING THE BUSINESS
    1. Non-Disclosure Agreement – Promisor shall not at any time directly or indirectly divulge, disclose or communicate to any prohibited person or entity, in any manner whatsoever, any confidential information and/or Trade Secrets concerning the matters affecting or relating to the business of the Owner, without written consent of Owner.
  3. DEFINITIONS
    1. Confidential Information - Confidential and proprietary information and material that affect the successful conduct of the Owners’s business and its goodwill and reputation, including but not limited to the names of any customers, marketing methods and related data, costs of materials, lists, or any other confidential financial information of, or about, or concerning the business of the Owner, its manner of operation or other confidential data of any kind, nature or description.
    2. Trade Secrets - The information to be treated as a “Trade” secret shall include all confidential material derived from, obtained from, or relating to Owner’s business plan and marketing plans for the future, __(optional: internal manufacturing secrets to create Owner’s products)__, and Owner’s vendor and supplier lists.
    3. Prohibited Persons or Entities: Any person or entity a) not directly associated with Owner, b) associated with Owner but is not entitled to receive such information or trade secrets, c) the general public, and d) any persons entities in competition with Owner.
  4. ENFORCEMENT AND SURVIVAL
    1. Injunctive Relief – The parties recognize that a breach by Promisor of this Agreement would result in damages to Owner and that Owner will initiate remedies to be adequately compensated for such damages by Promisor. Remedies available to the Owner which would therefore be necessary and appropriate in the circumstances includes, but is not limited to; monetary award, restraining order, decree, interim, interlocutory and permanent injunction.
    2. Necessary Restrictions - The parties agree that all restrictions contained in this Agreement are necessary and fundamental to the protection of Owner’s business and are reasonable and valid, and all defenses to the strict enforcement of this Agreement by the Owner are waived by the Promisor.
  5. NOTICE
  6. All notices, requests, demands or other communication required to be given under the terms of the Agreement shall be made in writing and shall be deemed to have been duly given, if delivered personally, given by prepaid telegram or mailed first class, postage prepaid or by registered mail to the addresses as previously listed in this Agreement.
  • MISCELLANEOUS
    1. Non-Waiver – It is agreed by the parties that no failure or delay by the Owner in exercising any right, power or privilege under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise thereof precluded any other or future exercise of any right power or privilege under this Agreement.
    2. Amendment – This Agreement may be modified only by and to the extent of the written agreement of Owner and Promisor.
    3. Entire Agreement – This Agreement contains the entire agreement of the parties hereto and supersedes a prior oral or written agreement between them relating to the subject matter contained therein.
    4. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the __(State/Province)__ of __(Name of State/Province)__ and if any legal action is required to enforce any terms of this Agreement, the Courts in the __(State/Province)__ of __(Name of State/Province)__ shall have sole jurisdiction for the bringing of such action.
    5. Sever ability - If any term, provision or covenant of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
    6. Counterparts – This Agreement may be executed in one or more counterparts which, taken together, shall constitute on agreement.
    7. Legal Fees and Disbursements – If any legal action is necessary to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs of suit and reasonable legal fees and disbursements as determined by the Court.
    8. Time – Time shall be of the essence of this Agreement.

IN WITNESS WHEREOF Owner and Promisor have executed this Agreement this ____day of ________________, __(year)__.

__________________________________ ______________________________

(The “Owner”) (The “Promisor”)

SIGNED AND DELIVERED )

In the presence of: )

) __________________________ )

(Witness)