Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (“Agreement”) is entered into as of the date of acceptance below by and between:
Disclosing Party: NYB Ventures Group Inc
Address: 8601 Six Forks Rd, STE 400, Raleigh, NC 27615
The other party submitting this form (“Receiving Party”) agrees to the terms below. The Disclosing Party and Receiving Party are collectively the “Parties.”
1) Definitions
Confidential Information means any non-public information disclosed by the Disclosing Party, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, without limitation, business plans, customer lists, pricing, financials, operations, software, processes, methods, know-how, and trade secrets.
Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by the Receiving Party before receipt; (c) is independently developed without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.
2) Purpose & Use
The Receiving Party shall use the Confidential Information solely to evaluate or pursue a potential or existing business relationship with the Disclosing Party and for no other purpose.
3) Non-Disclosure & Care
- Keep Confidential Information strictly confidential and not disclose it to any person except as permitted below.
- Use at least the same degree of care as it uses to protect its own confidential information, and no less than reasonable care.
4) Permitted Disclosures
The Receiving Party may disclose Confidential Information to its employees, contractors, advisors, or affiliates who have a legitimate need to know for the Purpose, are bound by obligations at least as protective as this Agreement, and for whom the Receiving Party remains responsible. Disclosure may also be made to the extent required by law or court order, provided the Receiving Party gives prompt notice (where legally permissible) to allow the Disclosing Party to seek protective treatment.
5) Return/Destruction
Upon the Disclosing Party’s request, the Receiving Party will promptly return or destroy all Confidential Information (including copies), except one archival copy that may be retained solely to comply with legal or compliance obligations.
6) No License; Ownership
All Confidential Information remains the property of the Disclosing Party. No license or other rights are granted by this Agreement.
7) Term & Survival
This Agreement begins on the acceptance date below and continues for three (3) years. Obligations regarding any trade secrets survive for as long as such information remains a trade secret under applicable law.
8) Remedies
Unauthorized use or disclosure may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive relief and any other available remedies.
9) Miscellaneous
- No Waiver. Failure to enforce any provision is not a waiver.
- Severability. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder remains in effect.
- Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles. Venue lies in state or federal courts located in North Carolina.
- Entire Agreement. This is the Parties’ entire agreement on the subject and supersedes all prior or contemporaneous understandings.
- Counterparts & Electronic Acceptance. This Agreement may be executed in counterparts and by electronic acceptance.
View Full NDA (PDF)
(This template is provided for general use and is not legal advice.)
