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In the realm of business and professional relationships, the Maryland Non-disclosure Agreement (NDA) form serves as a crucial tool for protecting sensitive information. This legally binding document is designed to establish a confidential relationship between parties, ensuring that any proprietary information shared during negotiations or collaborations remains private. Key aspects of the Maryland NDA include the definition of what constitutes confidential information, the obligations of the parties involved, and the duration of confidentiality. Additionally, it outlines the consequences of unauthorized disclosure, providing a framework for accountability. By clearly delineating the terms under which information can be shared, the NDA fosters trust and encourages open communication, allowing businesses and individuals to engage in discussions without the fear of compromising their intellectual property or trade secrets.
Maryland Non-disclosure Agreement Preview
Maryland Non-disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made and entered into on this _____ day of ____________, 20____, by and between __________________________________________________________________________ ("Disclosing Party"), located at ___________________________________________________________________, and __________________________________________________________________________ ("Receiving Party"), located at ___________________________________________________________________. Together, the Disclosing Party and Receiving Party may be referred to herein as the "Parties" or individually as a "Party".
WHEREAS, the Disclosing Party possesses certain confidential information that is proprietary to the Disclosing Party's business which the Disclosing Party agrees to disclose to the Receiving Party for the purpose of ________________________________________________________________________________________; and
WHEREAS, the Receiving Party wishes to receive the Disclosing Party's confidential information solely for the purpose specified above and agrees to use this information only for the agreed-upon purpose and to keep it confidential in accordance with the terms of this Agreement.
THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- Definition of Confidential Information: For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constituted Confidential Information.
- Exclusions from Confidential Information: The term "Confidential Information" does not include information that: (a) is now, or subsequently becomes, publicly available without breach of this Agreement by the Receiving Party; (b) is disclosed by the Receiving Party with the Disclosing Party's prior written approval; (c) is independently developed by the Receiving Party without any use of the Confidential Information; or (d) the Receiving Party lawfully received from a third party without that third party's breach of agreement or breach of fiduciary duty.
- Obligations of Receiving Party: The Receiving Party agrees to: (a) keep the Confidential Information confidential; (b) not to disclose the Confidential Information to any third party without the express written consent of the Disclosing Party; (c) use the Confidential Information only for the purposes of the Agreement; and (d) protect the Confidential Information with the same degree of care that it uses to protect its own confidential and proprietary information of similar importance but with no less than a reasonable degree of care.
- Duration of Agreement: The obligations of this Agreement shall remain in effect for ___ (__) years from the date of this Agreement, or until the Disclosing Party sends the Receiving Party written notice releasing it from this Agreement, whichever occurs first.
- Return of Confidential Information: Upon the termination of this Agreement, the Receiving Party agrees to return or destroy all copies of the Confidential Information received from the Disclosing Party and certify in writing that it has complied with this requirement.
- Jurisdiction and Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles. Any disputes under this Agreement shall be litigated in the state and federal courts located in Maryland, and both parties consent to the jurisdiction of such courts.
- Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.
- Amendment: No amendment, change, or modification of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by both Parties.
- Signatures: Each Party represents and warrants that its respective signatory has the authority to enter into this Agreement on behalf of the Party.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first above written.
Disclosing Party:
Signature: __________________________________
Print Name: _________________________________
Title: ______________________________________
Date: _______________________________________
Receiving Party:
Signature: __________________________________
Print Name: _________________________________
Title: ______________________________________
Date: _______________________________________
Form Specifications
| Fact Name | Description |
|---|---|
| Purpose | A Maryland Non-disclosure Agreement (NDA) protects confidential information shared between parties. |
| Governing Law | The NDA is governed by Maryland state law. |
| Parties Involved | The agreement typically involves a disclosing party and a receiving party. |
| Confidential Information | The NDA specifies what constitutes confidential information, which can include trade secrets, business plans, and customer lists. |
| Duration | NDAs often specify a duration for confidentiality, commonly ranging from 1 to 5 years. |
| Permitted Disclosures | Certain disclosures may be allowed, such as those required by law or court order. |
| Consequences of Breach | Breaching the NDA can result in legal action, including injunctions and monetary damages. |
| Mutual vs. Unilateral | NDAs can be mutual (both parties share confidential information) or unilateral (only one party discloses information). |
| Signature Requirement | For the NDA to be enforceable, it must be signed by both parties. |
| Use in Business | Businesses often use NDAs to protect sensitive information during negotiations, partnerships, or employment. |
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