1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of evaluating and/or engaging in accounting services (the "Purpose").
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" means any data or information, whether written or oral, disclosed by the Disclosing Party to the Receiving Party that is not generally known to the public and is designated as confidential or would reasonably be understood to be confidential given the circumstances of disclosure. This includes, but is not limited to, financial statements, business plans, tax returns, client lists, and other sensitive financial data.
3. Obligations of the Receiving Party
The Receiving Party agrees to: a. Maintain the confidentiality of the Confidential Information and use it solely for the Purpose. b. Restrict disclosure of the Confidential Information to employees, agents, or third parties who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. c. Not disclose, copy, or use the Confidential Information for any purpose other than the Purpose without the prior written consent of the Disclosing Party.
4. Exclusions from Confidential Information
Confidential Information does not include information that: a. Was already known to the Receiving Party prior to disclosure by the Disclosing Party. b. Becomes publicly available through no fault of the Receiving Party. c. Is disclosed to the Receiving Party by a third party who has the right to make such disclosure. d. Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
5. Return of Materials
Upon request by the Disclosing Party, or upon termination of this Agreement, the Receiving Party agrees to promptly return or destroy all materials containing Confidential Information and certify such destruction in writing.
6. Terms
This Agreement will commence on the date first written above and will continue until the Confidential Information no longer qualifies as confidential or until terminated by either party with [X] days' written notice. The confidentiality obligations will survive any termination of this Agreement for a period of [X] years.
7. No License
Nothing in this Agreement shall be construed as granting any license or rights to any patent, trademark, or other intellectual property of the Disclosing Party.
8. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.
9. Miscellaneous
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. Any amendments or modifications to this Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
