Illinois Non-Disclosure Agreement
This Non-Disclosure Agreement ("Agreement") is entered into as of the ____ day of __________, 20__, by and between:
Disclosing Party: ___________________________ ("Disclosing Party")
Address: _________________________________________________
Receiving Party: ___________________________ ("Receiving Party")
Address: _________________________________________________
This Agreement is governed by the laws of the State of Illinois.
1. Definition of Confidential Information: The term "Confidential Information" refers to any information disclosed by the Disclosing Party to the Receiving Party, which includes, but is not limited to:
- business strategies;
- financial information;
- technical information;
- customer lists;
- proprietary data.
2. Obligations of Receiving Party: The Receiving Party agrees to:
- Keep all Confidential Information secret and confidential;
- Use Confidential Information solely for the purpose of evaluating or engaging in discussions concerning the business relationship;
- Not disclose any Confidential Information to any third parties without the prior written consent of the Disclosing Party;
- Take all reasonable measures to protect the confidentiality of the Confidential Information.
3. Exclusions: Confidential Information does not include information that:
- is or becomes publicly available without breach of this Agreement;
- is received from a third party without breach of any obligation of confidentiality;
- is independently developed by the Receiving Party;
- is required to be disclosed by law or court order.
4. Term: This Agreement will remain in effect for a period of ____ years from the date of disclosure of the Confidential Information.
5. Return of Materials: Upon termination of this Agreement, the Receiving Party agrees to return or destroy all materials containing Confidential Information, including all copies thereof.
6. No License: Nothing in this Agreement grants the Receiving Party any rights in or to the Confidential Information, except for the limited right to use the Confidential Information as specified herein.
7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party: ________________________
Signature: ______________________________
Date: __________________________________
Receiving Party: ________________________
Signature: ______________________________
Date: __________________________________