Attorney-Approved Non-disclosure Agreement Form for Idaho

Idaho Non-disclosure Agreement Template

This Non-disclosure Agreement (the "Agreement") is entered into on this _____ day of _______________, 20__, 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 commencement of this Agreement in accordance with the provisions of the Idaho Uniform Trade Secrets Act (Idaho Code §§ 48-801 through 48-808), ensuring the protection and confidentiality of certain non-public, proprietary, and confidential information or trade secrets ("Confidential Information") disclosed between them.

The purpose of this Agreement is to allow the Disclosing Party to share its Confidential Information with the Receiving Party for the sole purpose of ________________________________________________________________________ without the fear of such information being disclosed to unauthorised parties or used inappropriately.

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall include 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 known to the Receiving Party at the time of disclosure as evidenced by written records;
• has become publicly known through no wrongful act of the Receiving Party;
• has been rightfully received from a third party without breach of any agreement;
• has been approved for release by written authorization of the Disclosing Party; or
• has been independently developed without access to the Disclosing Party's Confidential Information.

2. Obligations of the Receiving Party

In consideration of the disclosure of the Confidential Information by the Disclosing Party, the Receiving Party hereby agrees as follows:

1. To keep the Confidential Information confidential and not to disclose such information to any third party without the prior written consent of the Disclosing Party.
2. To use the Confidential Information solely for the purpose mentioned above and not for any other purpose.
3. To implement reasonable security measures to protect the confidentiality of the Confidential Information.
4. To return or destroy all copies of the Confidential Information upon request by the Disclosing Party.

3. Term

The obligations of this Agreement shall remain in effect for a period of ___ years from the date of the last disclosure of Confidential Information, unless otherwise terminated by either party with thirty (30) days written notice.

4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to any choice or conflict of law provision or rule.

5. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous agreements, discussions, or understandings, whether written or oral, between the Parties.

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

Disclosing Party: ___________________________________

Receiving Party: ____________________________________