NON-DISCLOSURE AGREEMENT (NDA)
Effective date: Today (Date Signed)
Disclosing Party: CARES.green PBC, CARES.green Foundation Ltd
Receiving Party: , a company represented by .
1) Purpose
The Disclosing Party may share certain confidential or proprietary information with the Receiving Party solely for: (the “Purpose”).
2) Definition of Confidential Information
“Confidential Information” means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, visual, electronic, or otherwise, including (without limitation) business plans, product or technical information, designs, software, research, data, customer/vendor information, pricing, and any notes or derivatives created by the Receiving Party that contain or reflect such information.
3) Exclusions
Confidential Information does not include information that the Receiving Party can demonstrate:
(a) is or becomes publicly available without breach of this Agreement;
(b) was lawfully known by the Receiving Party before disclosure by the Disclosing Party;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed by the Receiving Party without use of the Confidential Information.
4) Non-disclosure and Restricted Use
The Receiving Party will:
(a) use the Confidential Information only for the Purpose;
(b) keep the Confidential Information strictly confidential and protect it using at least reasonable care;
(c) not disclose it to any third party except to its employees/contractors who have a need to know for the Purpose and are bound by confidentiality obligations no less protective than this Agreement; and
(d) not reverse engineer, decompile, or otherwise attempt to derive underlying ideas from materials provided, unless expressly permitted in writing by the Disclosing Party.
5) Compelled Disclosure
If the Receiving Party is required by law/court order to disclose any Confidential Information, it will (to the extent legally permitted) give the Disclosing Party prompt written notice and reasonably cooperate to seek a protective order or limit disclosure. Any disclosure will be limited to what is legally required.
6) Ownership; No License
All Confidential Information remains the property of the Disclosing Party. No license or other rights are granted except the limited right to use the Confidential Information for the Purpose.
7) Return / Destruction
Upon the Disclosing Party’s request (or upon termination of discussions), the Receiving Party will promptly return or destroy all Confidential Information (including copies), except one archival copy may be retained solely for legal/compliance purposes, remaining subject to this Agreement.
8) Term
This Agreement starts on the Effective date. The Receiving Party’s confidentiality obligations last for [2–5] years from the Effective date, except for trade secrets which remain protected as long as they qualify as trade secrets under applicable law.
9) Remedies
The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm. The Disclosing Party may seek injunctive relief in addition to any other remedies available at law or equity.
10) Governing Law
This Agreement is governed by the laws of [insert jurisdiction, e.g., England & Wales], excluding conflict of laws rules. Courts located in [insert venue] will have jurisdiction.
11) Entire Agreement
This Agreement is the entire agreement regarding the Confidential Information for the Purpose and may be amended only in writing signed by both parties.
RECEIVING PARTY ACKNOWLEDGEMENT
By signing below, the Receiving Party agrees to the terms of this Agreement.
Receiving Party company:
Signatory name and title: ,
Signature: [below]
Date signed: [timestamped at time of submission]
