Attorney-Approved Georgia Non-disclosure Agreement Template

Georgia Non-disclosure Agreement (NDA)

This Non-disclosure Agreement (hereinafter referred to as "Agreement") is made and entered into on this _____ day of _______________, 20____ (the "Effective Date"), by and between ___________________________________ (the "Disclosing Party"), located at _______________________________________, and ___________________________________ (the "Receiving Party"), located at _______________________________________.

WHEREAS, the Disclosing Party possesses certain confidential information that is proprietary to the Disclosing Party’s business and the Disclosing Party agrees to disclose this information 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 described above and agrees to use this confidential information only for the intended purpose and to maintain its confidentiality in accordance with the terms of this Agreement and applicable Georgia law.

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

1. Definition of Confidential Information. For the 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 the Disclosing Party is engaged or contemplates engaging and that is not generally known to the public, including but not limited to: technical data, trade secrets, know-how, research, product plans, or other proprietary information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly in writing, orally or by drawings or observation.
2. Exclusions from Confidential Information. The term "Confidential Information" does not include information that: (a) was in the public domain at the time of disclosure; (b) becomes publicly available after disclosure through no fault of the Receiving Party; (c) was already in the possession of the Receiving Party at the time of disclosure; (d) is obtained by the Receiving Party from a third party without a breach of any obligation to the Disclosing Party; or (e) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
3. Non-Use and Non-Disclosure. The Receiving Party agrees to use the Confidential Information solely for the purpose described above and not to disclose or cause to be disclosed the Confidential Information to any third party, except as may be necessary for the performance of the Receiving Party’s obligations under this Agreement and subject to the same degree of care as it uses to protect its own confidential information, but no less than reasonable care.
4. Return of Confidential Information. Upon the termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall return all tangible materials embodying the Confidential Information and all copies thereof, whether made in accordance with this Agreement or otherwise.
5. Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until _______________, unless otherwise terminated in accordance with the terms of this Agreement.
6. General Provisions.
   • This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law.
   • Any dispute arising between the parties under this Agreement shall be resolved first through good-faith negotiations between the parties, and if such negotiations fail, then through binding arbitration in accordance with the rules of the American Arbitration Association, conducted in the State of Georgia.
   • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written.
   • Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party.

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

Disclosing Party: ___________________________________________

Date: ______________________________________________________

Receiving Party: ____________________________________________

Date: ______________________________________________________