Legal Washington Non-disclosure Agreement Form

Washington State Non-disclosure Agreement (NDA)

This Non-disclosure Agreement (referred to as the "Agreement") is made and entered into on this ____ day of ___________, 20__, by and between _________________________________________________________________________ (referred to as the "Disclosing Party"), located at _________________________________________________________________________, and _________________________________________________________________________ (referred to as the "Receiving Party"), located at _________________________________________________________________________.

WHEREAS, the Disclosing Party possesses certain information related to ________________________________, which is considered confidential and proprietary (referred to as the "Confidential Information"); AND WHEREAS, the Disclosing Party wishes to disclose the Confidential Information to the Receiving Party for the purpose of ______________________________________________________, subject to strict confidentiality constraints.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the parties agree as follows:

1. Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" shall include 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, by the Disclosing Party to the Receiving Party.
2. Exclusions from Confidential Information. Confidential Information shall not include information that:
   • is now or subsequently becomes generally available to the public through no fault of the Receiving Party;
   • the Receiving Party can demonstrate to have had rightfully in its possession prior to disclosure by the Disclosing Party;
   • is independently developed by the Receiving Party without the use of any Confidential Information;
   • or is rightfully obtained from a third party authorized to make such disclosure.
3. Obligations of the Receiving Party. The Receiving Party agrees to:
   • hold the Confidential Information in strict confidence;
   • not disclose the Confidential Information to any third parties without the express written consent of the Disclosing Party;
   • not use the Confidential Information for any purpose except for the specific purpose of this Agreement;
   • and return or destroy all copies of the Confidential Information upon request of the Disclosing Party.
4. Term. The obligations of this Agreement shall remain in effect for a period of ___ years from the date of this Agreement, unless otherwise terminated by either party with ____ days written notice to the other party.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law.
6. Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such finding shall not affect the other terms or provisions of this Agreement, which shall remain in full force and effect.
7. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

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

__________________________________
Disclosing Party Signature
Name: __________________________________
Title: _________________________________
Date: __________________________________

__________________________________
Receiving Party Signature
Name: __________________________________
Title: _________________________________
Date: __________________________________