Valid Non-disclosure Agreement Template for the State of Connecticut

Connecticut Non-disclosure Agreement

This Non-disclosure Agreement (hereinafter referred to as "Agreement") is entered into on this ____ day of __________, 20__, (the "Effective Date") by and between ________________________ (the "Disclosing Party"), located at ________________________________, and ________________________ (the "Receiving Party"), located at ________________________________, collectively referred to as the "Parties".

The Parties agree to the following terms and conditions:

1. Purpose: The Receiving Party agrees to receive confidential information from the Disclosing Party for the sole purpose of ________________________.
2. Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" includes but is not limited to all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to the Receiving Party by the Disclosing Party. Confidential Information does not include information that:
   • is or becomes publicly known through no act or omission of the Receiving Party;
   • was in the Receiving Party's lawful possession prior to the disclosure;
   • is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
   • is independently developed by the Receiving Party.
3. Obligations of the Receiving Party: The Receiving Party agrees to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Receiving Party shall not, without prior written approval of the Disclosing Party, use for the Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information.
4. Time Periods: The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and the Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until the Disclosing Party sends the Receiving Party written notice releasing them from this Agreement, whichever occurs first.
5. Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict of laws principles. Any disputes under this Agreement shall be resolved in the state or federal courts of Connecticut.
6. Miscellaneous:
   • This Agreement sets forth the entire understanding between the Parties regarding confidentiality and supersedes all prior agreements, whether written or oral.
   • A waiver of any breach or the failure to enforce any term of this Agreement shall not be deemed a waiver of any other breach or term thereafter.
   • This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
   • The headings in this Agreement are for convenience only and shall not be used in its interpretation.

IN WITNESS WHEREOF, the Parties hereto have executed this Non-disclosure Agreement as of the Effective Date first above written.

Disclosing Party: __________________________________

Receiving Party: ___________________________________