Official Virginia Non-disclosure Agreement Document

Virginia Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (hereinafter referred to as "Agreement") is made and entered into on this ______ day of _______________, ________ (the "Effective Date"), by and between _______________________________________________________________________ (hereinafter referred to as "Disclosing Party"), whose address is ___________________________________________________________________, and _______________________________________________________________________ (hereinafter referred to as "Receiving Party"), whose address is ___________________________________________________________________.

WHEREAS, the Disclosing Party possesses certain information relating to _____________________________________________________, which is confidential and proprietary (hereinafter referred to as "Confidential Information"); and

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

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Confidential Information: The term "Confidential Information" as used in this Agreement shall mean any and all information disclosed by the Disclosing Party to the Receiving Party that is marked as "confidential" or "proprietary" or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure. This includes, but is not limited to, technical, marketing, financial, employee, planning, and other confidential or proprietary information.
2. Obligations of Receiving Party: The Receiving Party agrees to keep the Confidential Information confidential and shall not disclose such information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care.
3. Exceptions to Confidential Information: The obligations of the Receiving Party hereunder shall not apply to any information which (a) was publicly known prior to its disclosure by the Disclosing Party; (b) becomes publicly known thereafter through no fault of the Receiving Party; (c) is received by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (e) is required to be disclosed by law or by a governmental authority.
4. Term: The obligations of confidentiality shall survive for a period of ____ (insert number) years after the date of disclosure, or, if longer, for as long as the information remains confidential.
5. Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice or conflict of law provision or rule.
6. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral, of the parties with respect to such subject matter.

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

Disclosing Party: __________________________________________

Signature: _________________________________________________

Date: ______________________________________________________

Receiving Party: ___________________________________________

Signature: _________________________________________________

Date: _____________________________________________________